Crompton Corporation and Great Lakes Chemical Corporation have entered into a definitive merger agreement for an all-stock merger transaction, which will create the third-largest publicly traded U.S. specialty chemicals company. The new company will have combined pro forma 2004 revenues of more than $4.1 billion and a market capitalization of nearly $3.2 billion. It will hold leading positions in high-value specialty chemical niche businesses including plastics additives, petroleum additives, flame retardants and pool chemicals. Additionally, the combined company will maintain strong positions in castable urethanes and crop protection chemicals.

The new company will be owned 51 percent by Crompton shareholders and 49 percent by Great Lakes shareholders on a fully diluted basis. Robert L. Wood, currently chairman, president and CEO of Crompton, will serve in those capacities for the combined company, which will be headquartered in Middlebury, Conn. In addition to Robert L. Wood, the board of directors will have five directors from each side, for a total of 11 directors. The new company expects to maintain Crompton's existing cash dividend level of $.05 per quarter.

"This combination represents an excellent strategic fit between two companies with complementary business portfolios and will create a company with a strong financial profile," said Robert L. Wood, chairman, president and CEO of Crompton. "It takes us a long way toward our goal of holding leading global positions in true value-added specialty chemicals businesses."

In addition to Robert L. Wood as chairman and CEO, Karen Osar will serve as CFO, Robert Weiner will head Supply Chain Operations, and Gregory McDaniel, Crompton's senior vice president, Strategy and New Business Development, will lead the integration activities. Myles Odaniell will head the combined company's Specialty Chemicals segment, Marcus Meadows-Smith will head Crop Protection and Great Lakes' Kevin Dunn will head Consumer Products for the combined company.

Source: Company Release