PPG has announced the final proration factor for its exchange offer of PPG common stock in connection with the separation of its commodity chemicals business and merger of Eagle Spinco Inc.
PPG Industries has announced the final proration factor of 14.986286% for its exchange offer of PPG common stock in connection with the separation of PPG’s commodity chemicals business and merger of Eagle Spinco Inc., the entity holding PPG’s former commodity chemicals business, with a subsidiary of Georgia Gulf Corporation.
On 28 January 2013, a subsidiary of Georgia Gulf Corporation merged with and into Eagle Spinco, with Eagle Spinco surviving the merger. The combined company formed by uniting Georgia Gulf with PPG’s former commodity chemicals business is now named Axiall Corporation and is traded on the New York Stock Exchange under the ticker symbol AXLL.
A total of 68,933,881 shares of PPG common stock were validly tendered in the exchange offer, including 581,782 shares tendered by odd-lot shareholders. Odd-lot shareholders were not subject to proration, and their shares were fully accepted in the offer. All remaining validly tendered shares of PPG common stock were accepted in the exchange on a pro rata basis using the final proration factor. Shares of PPG common stock that were validly tendered but not accepted for exchange will be returned to tendering shareholders.
Under the terms of the exchange offer, 35,249,104 shares of Eagle Spinco common stock were available for distribution in exchange for shares of PPG common stock accepted in the offer. Following the merger, each share of Eagle Spinco common stock automatically converted into the right to receive one share of Axiall Corporation common stock. Accordingly, PPG shareholders who tendered their shares of PPG common stock as part of this offer received 3.2562 shares of Axiall Corporation common stock for each share of PPG common stock accepted for exchange. PPG was able to accept the maximum of 10,825,227 shares of PPG common stock for exchange in the offer, or approximately 7% of its outstanding shares.
Whole shares of Axiall Corporation common stock in uncertificated form will be received by PPG shareholders whose common stock was accepted in the exchange. Under the terms of the exchange offer, fractional shares of Axiall Corporation common stock will not be issued. Rather, fractional shares will be aggregated and sold with the net cash proceeds from the sale distributed to the respective tendering shareholders with fractional interests.
PPG has also announced that certain company executives and directors participated in the exchange offer as PPG shareholders and according to the same terms as all other PPG shareholders.