PPG Announces Final Proration Factor of 14.986286 Percent for Shares
Tendered in Exchange Offer
PITTSBURGH -- January 31, 2013
PPG Industries (NYSE: PPG) today announced the final proration factor of
14.986286 percent 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 Jan. 28, 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
percent 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: BRINGING INNOVATION TO THE SURFACE.(TM)
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 nearly 70 countries around the
world. Sales in 2012 were $15.2 billion. PPG shares are traded on the New York
Stock Exchange (symbol: PPG). For more information, visit www.ppg.com.
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 a subsidiary of Axiall
Corporation, to create Axiall Corporation (the “Transaction”) and its offer to
exchange shares of PPG common stock for shares of Eagle Spinco Inc. common
stock (and ultimately shares of Axiall common stock). Many factors could cause
actual results to differ materially from the company’s forward-looking
statements with respect to the Transaction, including 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 Axiall Corporation’s operations; Axiall
Corporation’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 Axiall Corporation’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.
Bringing innovation to the surface is a trademark of PPG Industries Ohio, Inc.
PPG Corporate Communications
Jeremy Neuhart, 412-434-3046
PPG Investor Relations
Vince Morales, 412-434-3740
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