PPG Commences Split-off Exchange Offer for Commodity Chemicals Business

  PPG Commences Split-off Exchange Offer for Commodity Chemicals Business

Business Wire

PITTSBURGH -- December 27, 2012

PPG Industries (NYSE:PPG) today announced that it has commenced its exchange
offer related to the split-off transaction of its commodity chemicals
business. The split-off transaction is in connection with the separation and
merger of Eagle Spinco Inc., a wholly-owned subsidiary of PPG that will own
substantially all of the assets and liabilities of PPG’s commodity chemicals
business, with a subsidiary of Georgia Gulf Corporation (NYSE:GGC). As
previously announced, PPG entered into definitive agreements as of July 18,
2012, to separate and merge its commodity chemicals business with Georgia
Gulf.

Key elements of the exchange offer:

  *PPG shareholders have the option to exchange all, some or none of their
    shares of PPG common stock for shares of Eagle Spinco common stock,
    subject to proration as described below. Shares of Eagle Spinco common
    stock will convert automatically into the right to receive shares of
    Georgia Gulf common stock at the closing of the merger of a Georgia Gulf
    subsidiary with and into Eagle Spinco, which is expected to occur promptly
    after completion of the exchange offer.
  *Tendering PPG shareholders are expected to receive approximately $1.11 of
    Georgia Gulf common stock for every $1.00 of PPG common stock tendered,
    subject to the upper limit described below.
  *PPG will determine the prices at which shares of PPG common stock and
    shares of Eagle Spinco common stock (and ultimately Georgia Gulf common
    stock) will be exchanged by reference to the simple arithmetic average of
    the daily volume-weighted average prices of PPG common stock and Georgia
    Gulf common stock, respectively, on the New York Stock Exchange on each of
    the last three trading days of the exchange offer.
  *PPG currently expects to issue approximately 35,236,010 shares of Eagle
    Spinco common stock in the exchange offer. The exact number of shares of
    Eagle Spinco common stock to be issued will be equal to the greater of
    35,200,000 or 1.02020202 times the number of shares of Georgia Gulf common
    stock outstanding immediately prior to the merger. The number of shares of
    PPG common stock that will be accepted in the exchange offer will depend
    on the final exchange ratio, the number of shares of Eagle Spinco common
    stock offered and the number of shares of PPG common stock tendered. Based
    on recent trading prices of the PPG common stock and the Georgia Gulf
    common stock, and assuming the issuance of 35,236,010 shares of Eagle
    Spinco common stock, if the exchange offer were fully subscribed,
    approximately 9,973,679 shares of PPG common stock would be accepted for
    exchange in the exchange offer.
  *The exchange offer and withdrawal rights are scheduled to expire at 8:00
    a.m., New York City time, on January 28, 2013, unless the exchange offer
    is extended or terminated.

The exchange offer is designed to permit PPG shareholders to exchange their
shares of PPG common stock for shares of Eagle Spinco common stock at a
discount of 10 percent to the per-share value of Georgia Gulf common stock,
subject to a limit of 3.9745 shares of Eagle Spinco common stock per share of
PPG common stock. Each share of Eagle Spinco common stock will then convert
automatically into the right to receive one share of Georgia Gulf common stock
following the merger of the Georgia Gulf subsidiary with and into Eagle
Spinco. The shares of Georgia Gulf common stock issued in the merger are
expected to represent approximately 50.5 percent of the Georgia Gulf common
stock that will be outstanding after the merger.

If the exchange ratio limit of 3.9745 shares of Eagle Spinco common stock per
share of PPG common stock is reached as of the initial expiration of the
exchange offer, then the exchange offer will be subject to a mandatory
extension of two trading days, as described in the exchange offer materials
being sent to PPG shareholders.

The final exchange ratio showing the number of shares of Eagle Spinco common
stock that PPG shareholders participating in the exchange offer will receive
for each share of PPG common stock accepted for exchange will be announced by
news release no later than 4:30 p.m., New York City time, on the last trading
day prior to the expiration date (unless the exchange offer is extended). The
exchange offer will expire at 8:00 a.m., New York City time, on January 28,
2013, unless terminated or extended, and the closing of the merger of the
Georgia Gulf subsidiary with and into Eagle Spinco is expected to occur
promptly after completion of the exchange offer. The transactions are subject
to customary closing conditions, including Georgia Gulf stockholder approval.
Georgia Gulf has scheduled a special meeting of shareholders to be held on
January 10, 2013, to approve the issuance of Georgia Gulf common stock in the
transaction. As a result of the exchange offer, the number of PPG’s
outstanding shares will be reduced.

The exchange offer will be subject to proration if the exchange offer is
oversubscribed, and the number of shares PPG accepts in the exchange offer may
be fewer than the number of shares tendered.

If the exchange offer is consummated but not fully subscribed, then the
remaining shares of Eagle Spinco common stock owned by PPG will be distributed
as a pro rata dividend to PPG shareholders whose shares of PPG common stock
remain outstanding and have not been accepted for exchange in the exchange
offer. A PPG shareholder who validly tenders (and does not properly withdraw)
shares of PPG common stock in the exchange offer will have such shares of PPG
common stock exchanged for shares of Eagle Spinco common stock in the exchange
offer and, accordingly, will waive any rights with respect to such shares of
PPG common stock to receive shares of Eagle Spinco common stock distributed on
a pro rata basis to PPG shareholders who have not exchanged their shares of
PPG common stock in the exchange offer.

About PPG and Its Commodity Chemicals Business

PPG Industries' vision is to continue to be the world’s leading coatings and
specialty products company. Through leadership in innovation, sustainability
and color, PPG helps customers in industrial, transportation, consumer
products, and construction markets and aftermarkets to enhance more surfaces
in more ways than does any other company. Founded in 1883, PPG has global
headquarters in Pittsburgh and operates in more than 60 countries around the
world. Sales in 2011 were $14.9 billion. PPG shares are traded on the New York
Stock Exchange (symbol: PPG). For more information, visit www.ppg.com.

PPG’s commodity chemicals business is a global producer of chlorine, caustic
soda and related chemicals for use in applications such as chemical
manufacturing, pulp and paper production, water treatment, plastics production
and agricultural products, with manufacturing facilities in the U.S., Canada
and Taiwan.

Forward-Looking Statements

Statements in this news release relating to matters that are not historical
facts are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 reflecting PPG Industries’ current
view with respect to future events or objectives and financial or operational
performance or results. These matters involve risks and uncertainties as
discussed in PPG Industries’ periodic reports on Form 10-K and Form 10-Q, and
its current reports on Form 8-K, filed with the Securities and Exchange
Commission (the “SEC”). Accordingly, many factors could cause actual results
to differ materially from the company’s forward-looking statements. This news
release also contains statements about PPG Industries’ agreement to separate
its commodity chemicals business and merge it with Georgia Gulf Corporation or
a subsidiary of Georgia Gulf (the “Transaction”) and its offer to exchange
shares of PPG common stock for shares of Eagle Spinco Inc. common stock (and
ultimately shares of Georgia Gulf common stock) (the “Exchange Offer”). Many
factors could cause actual results to differ materially from the company’s
forward-looking statements with respect to the Transaction and the Exchange
Offer, including the number of shares of PPG common stock tendered and
accepted; the number of shares of Eagle Spinco (and ultimately Georgia Gulf)
common stock issued in the Exchange Offer; the ultimate pricing, discount and
other parameters of the Exchange Offer; the parties’ ability to satisfy the
conditions of the Transaction; the parties’ ability to complete the
Transaction on anticipated terms and schedule, including the ability of PPG to
successfully complete the Exchange Offer, the ability of Georgia Gulf to
obtain shareholder approval and the ability of the parties to obtain
regulatory approvals and the anticipated tax treatment of the Transaction and
related transactions; risks relating to any unforeseen liabilities, future
capital expenditures, revenues, expenses, earnings, synergies, economic
performance, indebtedness, financial condition, losses and future prospects;
business and management strategies for the management, expansion and growth of
Georgia Gulf’s operations; Georgia Gulf’s ability to integrate PPG’s commodity
chemicals business successfully after the closing of the Transaction and to
achieve anticipated synergies; and the risk that disruptions from the
Transaction will harm PPG’s or Georgia Gulf’s business. Consequently, while
the list of factors presented here is considered representative, no such list
should be considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional obstacles
to the realization of forward-looking statements. Consequences of material
differences in results as compared with those anticipated in the
forward-looking statements could include, among other things, business
disruption, operational problems, financial loss, legal liability to third
parties and similar risks, any of which could have a material adverse effect
on PPG’s consolidated financial condition, results of operations or liquidity.
Forward-looking statements speak only as of the date of their initial
issuance, and PPG does not undertake any obligation to update or revise
publicly any forward-looking statement, whether as a result of new
information, future events or otherwise, except as otherwise required by
applicable law.

Additional Information and Where to Find It

This communication does not constitute an offer to buy, or solicitation of an
offer to sell, any securities of Georgia Gulf, PPG's commodity chemicals
business or PPG. In connection with the Transaction, Georgia Gulf has filed
with the SEC a proxy statement on Schedule 14A and a registration statement on
Form S-4 that includes a prospectus of Georgia Gulf relating to the
Transaction. In addition, Eagle Spinco Inc., a subsidiary of PPG Industries,
has filed with the SEC a registration statement on Form S-4 and S-1 that
includes a prospectus of the PPG commodity chemicals business relating to the
Transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENTS AND PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT GEORGIA GULF, PPG’S COMMODITY
CHEMICALS BUSINESS AND THE TRANSACTION. Investors and security holders may
obtain these materials and other documents filed with the SEC free of charge
at the SEC’s website, www.sec.gov. In addition, copies of the registration
statements and proxy statement/prospectus may be obtained free of charge by
accessing Georgia Gulf's website at www.ggc.com and clicking on the
“Investors” link and then on the “SEC Filings” link, or upon written request
to Georgia Gulf, Georgia Gulf Corporation, 115 Perimeter Center Place, Suite
460, Atlanta, GA 30346, Attention: Investor Relations, or from PPG upon
written request to PPG, PPG Industries, Inc., One PPG Place, Pittsburgh, PA
15272, Attention: Investor Relations. Shareholders also may read and copy any
reports, statements and other information filed by Georgia Gulf, PPG or Eagle
Spinco with the SEC at the SEC public reference room at 100 F Street, N.E.,
Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC's
website for further information on its public reference room.

Participants in the Solicitation

Georgia Gulf, PPG and certain of their respective directors, executive
officers and other members of management and employees may be deemed to be
participants in the solicitation of proxies from shareholders in respect of
the Transaction under the rules of the SEC. Information regarding Georgia
Gulf’s directors and executive officers is available in its 2011 Annual Report
on Form 10-K filed with the SEC on Feb. 24, 2012, and in its definitive proxy
statement filed with the SEC on April 16, 2012, in connection with its 2012
annual meeting of stockholders. Information regarding PPG’s directors and
executive officers is available in its 2011 Annual Report on Form 10-K filed
with the SEC on Feb. 16, 2012, and in its definitive proxy statement filed
with the SEC on March 8, 2012, in connection with its 2012 annual meeting of
stockholders. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the registration
statement and proxy statement/prospectus and other relevant materials to be
filed with the SEC.

Contact:

PPG Industries, Inc.
Jeremy Neuhart, PPG Corporate Communications, 412-434-3046
neuhart@ppg.com
or
Investors:
Vince Morales, PPG Investor Relations, 412-434-3740
vmorales@ppg.com
 
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