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Actionable news in DOW: DOW CHEMICAL COMPANY,

The Dow Chemical Company

The following excerpt is from the company's SEC filing.

Midland, MI 48674

Dow.com

FOR IMMEDIATE RELEASE

Dow Announces Final Proration Factor of 21.00 Percent for Shares Tendered in Split-Off Exchange Offer

Dow reduces outstanding shares of its common stock by more than 34 million or nearly 3 percent of outstanding common shares

Dow returns $1.5 billion in value to shareholders through the exchange offer, effectively completing $6.5 billion of its $9.5 billion share repurchase program.

MIDLAND, Mich.– October 9

2015 –

The Dow Chemical Company (NYSE: DOW) (“Dow”) announced today the final proration factor of 21.00 p ercent for its exchange offer for shares of Dow common stock in connection with the transaction to separate its U.S. Gulf Coast Chlor-Alkali and Vinyl, Global Chlorinated Organics and Global Epoxy businesses and merge those businesses with Olin Corporation (NYSE:OLN), which successfully closed on October 5, 2015.

Exchange Offer Final Results

Based on the final count by the exchange agent, a total of 161,106,659 shares of Dow common stock were validly tendered in the exchange offer, including 341,686 shares tendered by shareholders who qualified for and elected odd-lot treatment. Shareholders who elected odd-lot treatment were not subject to proration, and their shares were fully accepted in the offer. All remaining tendered shares of Dow common stock were accepted in the exchange on a pro rata basis using the final proration factor of 21.00 percent. Shares of Dow common stock that were validly tendered but not accepted for exchange will be returned to tendering shareholders.

Dow offered 100,000,000 shares of Splitco common stock for distribution in exchange for shares of Dow common stock accepted in the offer.

Following the closing of the split-off transaction, each share of Splitco common stock converted into the right to receive 0.87482759 shares of common stock of Olin Corporation (“Olin common stock”). As a result, Dow shareholders who tendered their shares of Dow common stock in the exchange offer will receive approximately

2.5648

shares of Olin common stock (subject to receipt of cash in lieu of fractional shares) for each share of Dow common stock accepted for exchange. Dow was able to accept the maximum of 34,

108,738 shares of Dow common stock for exchange in the offer, or nearly three percent of its outstanding common shares.

Dow expects the exchange to return approximately $1.5 billion in value to shareholders, and effectively completes $6.5 billion of its $9.5 billion share repurchase program.

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Dow Announces Final Proration Factor of 21.00 Percent for...


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