Olin and Huntsman (HUN) target $12B+ all-stock merger with $400M synergies

Rhea-AI Filing Summary

Olin Corporation and Huntsman Corporation are pursuing an all-stock merger of equals expected to create a $12B+ North American chemicals leader, combining vertically integrated, low-cost chlor-alkali operations with complementary assets in Europe and Asia. The companies target $400M+ of cost synergies and integration benefits, with a stated focus on disciplined capital allocation and deleveraging to improve profitability and resiliency across cycles.

The merger agreement was announced on June 16, 2026, with key milestones including filing under HSR with the FTC/DOJ on July 8, 2026, an Olin Form S-4 declared effective on July 13, 2026, and a special shareholder meeting on August 25, 2026. Regulatory clearances are in process, pre-close integration planning is expected to begin in 3Q26, and closing is expected in 1H27, all subject to shareholder and regulatory approvals.

Positive

• $12B+ chemicals leader with $400M+ cost synergies targeted, positioning the combined Olin-Huntsman business as a scaled, vertically integrated, low-cost player with expanded chlorine optionality.
• Management highlights a focus on deleveraging and disciplined capital allocation, which, if executed, could support stronger balance sheet metrics and more resilient profitability across industry cycles.

Negative

• Transaction remains subject to regulatory and shareholder approvals, with regulatory clearances still in process and closing only expected in 1H27, introducing timing and approval risk.
• Realization of the targeted $400M+ cost synergies depends on successful integration and execution, with pre-close integration planning only beginning in 3Q26 and no quantified integration costs disclosed here.

Filing Explained

The filing states that the proposed all-stock merger would involve issuing Olin common stock. If completed, that issuance would increase Olin’s share count and reduce existing Olin holders’ percentage ownership absent offsetting changes, while the transaction remains subject to the August 25 shareholder meeting, regulatory clearances, and the expected 1H27 close.

Key Figures

Combined scale: $12B+ Cost synergies: $400M+ HSR filing date: July 8, 2026 +3 more

6 metrics

Combined scale $12B+ Targeted scale of the combined North American chemicals leader

Cost synergies $400M+ Targeted cost synergies and integration benefits from the merger

HSR filing date July 8, 2026 HSR filed with FTC/DOJ for antitrust review

Form S-4 effectiveness July 13, 2026 Olin registration statement on Form S-4 declared effective

Special shareholder meeting August 25, 2026 Date of special shareholder meeting on transaction proposals

Expected closing period 1H27 Expected closing timeframe, subject to approvals

Key Terms

merger of equals, Form S-4, joint proxy statement/prospectus, HSR, +1 more

5 terms

merger of equals financial

"OlinHuntsman Merger of Equals – Transaction Update"

A merger of equals is when two companies of similar size and value combine into a single business with shared ownership and leadership, rather than one company buying the other. Investors care because it reshuffles who owns and controls the combined company, aims to cut duplicate costs and strengthen market position, but also brings integration risks that can affect future profits and each company’s stock value.

Form S-4 regulatory

"an Olin registration statement on Form S-4, as filed on July 2, 2026"

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

joint proxy statement/prospectus regulatory

"the Form S-4 contains a joint proxy statement/prospectus of Olin and Huntsman"

A joint proxy statement/prospectus is a single, combined document that both asks shareholders to vote on a proposed transaction and provides the detailed information required when new securities are being offered. Think of it as a combined ballot and product brochure that explains the deal, the companies’ finances, key risks and how ownership will change. Investors rely on it to understand the terms, evaluate risks and make informed voting and investment decisions.

HSR regulatory

"Jul 8, 2026: HSR filed with FTC/DOJ"

HSR refers to the U.S. Hart‑Scott‑Rodino pre‑merger notification process, where parties to a sizeable business deal must notify regulators and wait while the transaction is reviewed for competition concerns. Think of it like an official safety inspection before two companies complete a big move: it can delay closing, impose conditions, or even stop a deal, so investors track HSR status to gauge timing, risk and the likelihood a transaction will proceed.

participants in the solicitation regulatory

"may be deemed to be “participants” in the solicitation of proxies"

People or firms who actively seek to influence shareholders’ choices in a corporate action—such as a vote, merger, proxy contest, or tender offer. This can include company insiders, advisers, bankers, lawyers and professional solicitors who contact investors to persuade them. Investors care because knowing who is doing the persuading reveals potential conflicts, resources and credibility behind the campaign, much like checking who is organizing a political campaign before accepting its message.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/30/2026 - 07:06 PM Accepted by SEC EDGAR 07/30/2026 - 05:23 PM Learn about SEC filing dates

FAQ

What is the proposed Olin-Huntsman (HUN) transaction about?

Olin and Huntsman plan an all-stock merger of equals to form a $12B+ North American chemicals leader. The deal aims to create a vertically integrated, low-cost platform with complementary assets in Europe and Asia and expanded chlorine optionality.

When is the Olin-Huntsman (HUN) merger expected to close?

The merger is expected to close in 1H27, following regulatory and shareholder approvals. Pre-close integration planning is expected to begin in 3Q26, with regulatory clearances still in process and a special shareholder meeting set for August 25, 2026.

What synergies are expected from the Olin-Huntsman (HUN) merger?

The combination targets $400M+ of cost synergies and integration benefits. Management also cites improved profitability and resiliency across the cycle, supported by enhanced scale, expanded chlorine optionality, and a focus on deleveraging and disciplined capital allocation.

How is the Olin-Huntsman (HUN) merger structured financially?

The transaction is described as an all-stock merger of equals. Olin filed a Form S-4 registration statement for the proposed issuance of Olin common stock, which contains the joint proxy statement/prospectus for both companies’ shareholder votes.

What approvals are required for the Olin-Huntsman (HUN) merger?

The merger is subject to regulatory and shareholder approvals. An HSR filing was made with the FTC/DOJ, the Form S-4 was declared effective, and Olin and Huntsman scheduled special meetings for shareholders and stockholders to vote on transaction-related proposals.

Filed by Olin Corporation

Pursuant to Rule 425 under the Securities Act of 1933, as amended

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Huntsman Corporation

Commission File No.: 001-32427

The following is an excerpt of an earnings presentation posted by Olin Corporation (“Olin”) on July 30, 2026, relating to the proposed transaction between Olin and Huntsman Corporation:

1. Olin Q2 2026 Earnings Presentation Slide

 

OlinHuntsman Merger of Equals – Transaction Update Creating a $12B+ North American Chemicals Leader 1 Subject to regulatory and shareholder approvals. Jun 16, 2026: Merger agreement announced Jul 8, 2026: HSR filed with FTC/DOJ Jul 9, 2026: Shareholder record date Jul 13, 2026: Proxy/S-4 became definitive Aug 25, 2026: Special Shareholder Meeting 3Q26: Pre-close integration planning begins In Process: Regulatory clearances 1H27: Expected close1 •All stock merger of equals •Creates a vertically-integrated, low-cost, North American leader with complementary EU & Asia assets •Enhanced scale with expanded chlorine optionality •$400M+ of cost synergies and integration benefits •Disciplined capital allocation with focus on deleveraging •Improved profitability and resiliency across the cycle •Experienced leadership team focused on shareholder value creation Background and Strategic Rationale

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed transaction between Olin Corporation (“Olin”) and Huntsman Corporation (“Huntsman”). In connection with the proposed transaction, Olin and Huntsman have filed and intend to file relevant materials with the United States Securities and Exchange Commission (the “SEC”), including, among other filings, an Olin registration statement on Form S-4, as filed on July 2, 2026 and as amended on July 10, 2026 (the “Form S-4”), in connection with the proposed issuance of shares of Olin’s common stock pursuant to the proposed transaction, which Form S-4 contains a joint proxy statement/prospectus of Olin and Huntsman. The registration statement was declared effective by the SEC on July 13, 2026 and Olin filed a prospectus and each of Olin and Huntsman filed a definitive proxy statement, respectively, and commenced mailing the definitive joint proxy statement/prospectus on July 13, 2026 to each of the shareholders of Olin and stockholders of Huntsman entitled to vote on their respective transaction-related proposals at the respective special meetings. INVESTORS AND STOCKHOLDERS OF OLIN AND HUNTSMAN ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC IN THEIR ENTIRETY, INCLUDING THE REGISTRATION STATEMENT AND THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION, THE PARTIES TO THE PROPOSED TRANSACTION AND ANY SOLICITATION. This communication is not a substitute for the registration statement, the definitive joint proxy statement/prospectus or any other document that Olin or Huntsman may file with the SEC and send to their respective shareholders and stockholders in connection with the proposed transaction. Investors and securityholders will be able to obtain free copies of the registration statement and the definitive joint proxy statement/prospectus, as each may be amended or supplemented from time to time, and other relevant documents filed with the SEC by Olin and Huntsman from the SEC’s website at https://www.sec.gov/, on Olin’s website at https://olin.com under the tab “Investors” and under the heading “SEC Filings” and on Huntsman’s website at https://www.huntsman.com under the tab “Investors” and under the heading “Financials” and subheading “SEC filings.”

Participants in the Solicitation

Olin, Huntsman, their respective directors, executive officers and certain other members of management and employees, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from Olin’s shareholders and Huntsman’s stockholders in connection with the proposed transaction. Information about Olin’s directors and executive officers is set forth in Olin’s Proxy Statement on Schedule 14A for its 2026 Annual Meeting of shareholders, which was filed with the SEC on March 20, 2026, its Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 20, 2026, its Current Report on Form 8-K, which was filed with the SEC on April 30, 2026, and subsequent statements of changes in beneficial ownership on file with the SEC, including the Initial Statements of Beneficial Ownership on Form 3, Statements of Change in Ownership on Form 4 or Annual Statements of Beneficial Ownership on Form 5 on file with the SEC, including filings made on March 20, 2026, May 5, 2026, May 5, 2026, May 5, 2026, May 5, 2026, May 5, 2026, May 5, 2026, May 5, 2026, May 5, 2026, May 19, 2026, June 3, 2026 and June 18, 2026. Information about Huntsman’s directors and executive officers is set forth in the Huntsman Proxy Statement on Schedule 14A for its 2026 Annual Meeting of stockholders, which was filed with the SEC on March 16, 2026, its Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 18, 2026, its Current Report on Form 8-K, which was filed with the SEC since May 1, 2026, and subsequent statements of changes in beneficial ownership on file with the SEC, including the Initial Statement of Beneficial Ownership on Form 3, Statements of Change in Ownership on Form 4 or Annual Statements of Beneficial Ownership on Form 5 on file with the SEC, including filings made on June 3, 2026.

Additional information concerning the interests of potential participants in the solicitation of proxies in connection with the proposed transaction, which may, in some cases, be different than those of Olin’s shareholders or Huntsman’s stockholders generally, are set forth in the registration statement, the definitive joint proxy statement/prospectus and other relevant materials filed with and to be filed with the SEC relating to the proposed transaction. You may obtain these documents free of charge through the website maintained by the SEC at https://www.sec.gov/ and from the Olin or Huntsman websites described above.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval in any jurisdiction. It does not constitute a prospectus or prospectus equivalent document. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.