Dow and Rohm and Haas Announce Settlement to Close Acquisition

The Dow Chemical Company (NYSE:DOW) and Rohm and Haas Company (NYSE: ROH) recently announced that the companies have reached an agreement to close Dow´s previously announced acquisition of Rohm and Haas on April 1, 2009. This agreement resolves the litigation initiated by Rohm and Haas against Dow on January 26, 2009 with a resolution that is beneficial for each party.

The settlement agreement involves a new substantial equity investment in Dow of $2.5 billion and at Dow´s option an additional $500 million of equity, at the closing of the merger by the two largest shareholders of Rohm and Haas, one of which is the Haas Family Trusts. The other shareholders will receive the original cash consideration at the closing.

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"The restructuring of the terms of the transaction allows Dow to maintain financial flexibility as we proceed to implement our strategy in a way that realizes the original promise of this acquisition," said Andrew N. Liveris, Dow Chairman and CEO.

"By reaching agreement on the terms for this transaction, we have delivered excellent value to Rohm and Haas shareholders," said Rohm and Haas Chairman and CEO, Raj L. Gupta.

At the request of both parties, The Delaware Chancery Court has entered an order providing that Dow will close the merger no later than April 1, 2009 conditioned only on the funding by the two major shareholders and on Rohm and Haas´s compliance in all material respects with its interim operating covenants after March 9, 2009.

About Dow
With annual sales of $58 billion and 46,000 employees worldwide, Dow (www.dow.com) is a diversified chemical company that combines the power of science and technology with the “Human Element” to constantly improve what is essential to human progress. The Company delivers a broad range of products and services to customers in around 160 countries, connecting chemistry and innovation with the principles of sustainability to help provide everything from fresh water, food and pharmaceuticals to paints, packaging and personal care products.

About Rohm and Haas Company
Leading the way since 1909, Rohm and Haas (www.rohmhaas.com) is a global pioneer in the creation and development of innovative technologies and solutions for the specialty materials industry. The company´s technologies are found in a wide range of industries including: Building and Construction, Electronics and Electronic Devices, Household Goods and Personal Care, Packaging and Paper, Transportation, Pharmaceutical and Medical, Water, Food and Food Related, and Industrial Process. Innovative Rohm and Haas technologies and solutions help to improve life every day, around the world. Based in Philadelphia, PA, the company generated annual sales of approximately $9.6 billion in 2008.

The Dow Chemical Company, Midland, Michigan, USA

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