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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 15, 2026
Huntsman Corporation
(Exact name of registrant as specified in
its charter)
| Delaware |
|
001-32427 |
|
42-1648585 |
| (State or other
jurisdiction of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
| 10003 Woodloch Forest Drive |
|
77380 |
| The Woodlands, Texas |
|
(Zip Code) |
| (Address of principal executive offices) |
|
|
Registrant’s telephone number, including
area code:
(281) 719-6000
Not applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered pursuant to Section 12(b) of
the Act:
| Registrant |
|
Title of each class |
|
Trading
Symbol |
|
Name of each exchange on
which registered |
| Huntsman Corporation |
|
Common Stock, par value $0.01 per share |
|
HUN |
|
New York Stock Exchange |
| Huntsman International LLC |
|
NONE |
|
NONE |
|
NONE |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive
Agreement.
Merger Agreement
On June 15, 2026, Huntsman
Corporation, a Delaware corporation (“Huntsman” or, with reference to the post-closing period, the “Combined
Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Olin Corporation, a
Virginia corporation (“Olin”), Olympus Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary
of Olin (“First Merger Sub”), and Hook Merger Sub LLC, a Delaware limited liability company and a direct wholly owned
subsidiary of Olin (“Second Merger Sub”).
The Transactions
The Merger Agreement
provides for the combination of Huntsman and Olin in an all-stock merger of equals transaction, pursuant to which, either (a) upon
the terms and subject to the conditions set forth in the Merger Agreement and the plan of merger in the form attached thereto (the
“Plan of Merger”), Huntsman will merge with and into Olin (the “Direct Merger”), with Olin as
the surviving entity or (b) upon the terms and subject to the conditions set forth in the Merger Agreement (i) First Merger Sub will
be merged with and into Huntsman (the “First Subsidiary Merger”), with Huntsman surviving as a direct wholly
owned subsidiary of Olin (the “Initial Surviving Company”) and (ii) immediately following the First Subsidiary
Merger, and as part of the same overall transaction as the First Subsidiary Merger, the Initial Surviving Company will be merged
with and into Second Merger Sub (the “Second Subsidiary Merger” and, together with the First Subsidiary Merger,
the “Subsidiary Mergers”), with Second Merger Sub surviving as a direct wholly owned subsidiary of Olin (the
“Final Surviving Company”). The Direct Merger or the Subsidiary Mergers, as applicable, and the other
transactions contemplated by the Merger Agreement are collectively referred to as the “Transactions".
The board of directors of
each of Huntsman and Olin have unanimously approved the Merger Agreement and the Transactions, including each of the Direct Merger and
the Subsidiary Mergers, and in the case of Olin the issuance by Olin of Olin common stock, par value $1.00 per share (the “Olin
Common Stock”) as Merger Consideration (as defined below).
Olin Shareholder Approvals
Direct Merger. If at
the meeting of Olin shareholders held in connection with the Transactions (the “Olin Shareholders Meeting”), the affirmative
vote of holders of more than two-thirds of the outstanding shares of Olin Common Stock entitled to be cast to approve the Merger Agreement
and the Plan of Merger (the “Olin Direct Merger Approval”) is received, then, upon the terms and subject to the conditions
set forth in the Merger Agreement, the Transactions will be effected pursuant to the Direct Merger.
Subsidiary Mergers.
If at the Olin Shareholders Meeting the Olin Direct Merger Approval is not received but the approval of a majority of votes cast in person
or by proxy at the Olin Shareholders Meeting, as required by the New York Stock Exchange (the “NYSE”) Rule 312.03 (the
“Olin Share Issuance Approval”), is received with respect to the issuance of Olin Common Stock in respect of the Subsidiary
Mergers, then the Transactions will be effected pursuant to the Subsidiary Mergers.
Both the Direct Merger and
the Subsidiary Mergers deliver all of the benefits of the Transactions described in the joint press release and the joint investor presentation
that was issued by Huntsman and Olin on June 16, 2026. The Direct Merger delivers financial benefits to the Combined Company over and
above those available in the Subsidiary Mergers in terms of capital structure efficiency as it permits the attractively priced long-term
debt of Huntsman to remain in place following the Transactions.
Merger Consideration
At the effective time of the
Direct Merger or the effective time of the First Subsidiary Merger (as applicable, the “Conversion Time”), pursuant
to the terms and subject to the conditions of the Merger Agreement, each share of Huntsman common stock, par value $0.01 per share (the
“Huntsman Common Stock”), issued and outstanding immediately prior to the Conversion Time (other than certain canceled
shares), will be converted into the right to receive 0.5476 shares (the “Exchange Ratio”) of Olin Common Stock (such shares issued as consideration, the “Merger Consideration”).
If the Transactions are effected
pursuant to the Subsidiary Mergers, at the effective time of the Second Subsidiary Merger (the “Second Subsidiary Merger Effective
Time”), by virtue of the Second Subsidiary Merger and without any action on the part of any of the parties, the Initial Surviving
Company or the equity holders thereof, (a) each share of common stock of the Initial Surviving Company issued and outstanding immediately
prior to the Second Subsidiary Merger Effective Time will automatically be canceled and cease to exist without any conversion or payment
therefor and (b) each unit of Second Merger Sub issued and outstanding immediately prior to the Second Subsidiary Merger Effective Time
will remain issued and outstanding and will represent validly issued, fully paid and nonassessable units of the Final Surviving Company,
which will constitute the only outstanding units of the Final Surviving Company immediately following the Second Subsidiary Merger Effective
Time.
The shares of Olin Common
Stock to be issued in connection with the Transactions will be listed on the NYSE. No fractional shares of Olin Common Stock will be issued
in the Transactions, and holders of Huntsman Common Stock otherwise entitled to receive a fractional share of Olin Common Stock will receive
a cash payment, without interest, in lieu thereof, as specified in the Merger Agreement.
Treatment of Equity Awards
Pursuant to the Merger Agreement,
at the Conversion Time, each Huntsman stock option outstanding immediately prior to the Conversion Time will be assumed by the Combined
Company and convert into a stock option with respect to a number of shares of Olin Common Stock (rounded down to the nearest whole share)
equal to the product of (a) the number of shares of Huntsman Common Stock subject to such Huntsman stock option immediately prior to the
Conversion Time and (b) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (i) the
exercise price per share of Huntsman Common Stock of such Huntsman stock option immediately prior to the Conversion Time divided by (ii)
the Exchange Ratio, and otherwise subject to the same terms and conditions as were applicable to such Huntsman stock option as of immediately
prior to the Conversion Time.
Additionally, each
Huntsman deferred stock unit award, Huntsman phantom share award, Huntsman performance-vesting restricted stock unit award and share
of Huntsman restricted stock that is outstanding immediately prior to the Conversion Time will be assumed by the Combined Company
and convert into an award of the same type, on the same terms and conditions (including
with respect to dividends or dividend equivalent rights, but excluding, for Huntsman performance-vesting restricted stock unit
awards, performance goals) as were applicable to such award immediately prior to the Conversion Time, with respect to a number of
shares of Olin Common Stock equal to the product of (A) the number of shares of Huntsman Common Stock subject to such award as of
immediately prior to the Conversion Time (for Huntsman performance-vesting restricted stock unit awards, with performance goals
deemed achieved at target level) and (B) the Exchange Ratio, and rounding the resulting number to the nearest whole number of shares
of Olin Common Stock.
Olin equity awards will generally
remain outstanding in accordance with the applicable plan and award agreement terms, except that Olin performance-vesting restricted stock
units will convert to time-vesting restricted stock units with performance deemed achieved at target level and the consummation of Transactions
will be deemed a change in control under the Olin long-term incentive plans.
Combined Company Governance
The Merger Agreement provides
that, as of the Conversion Time, the board of directors of the Combined Company will be comprised of ten (10) members, consisting of (a)
four directors designated from the current board of directors of Olin, each of whom will qualify as an “independent director”
under the listing standards of NYSE and the applicable rules of the U.S. Securities and Exchange Commission (the “SEC”),
(b) four directors designated from the current board of directors of Huntsman, each of whom will qualify as an “independent director”
under the listing standards of NYSE and the applicable rules of the SEC, and (c) current President and Chief Executive Officer of Olin,
Kenneth Lane and current Chairman, President and Chief Executive Officer of Huntsman, Peter Huntsman. As of the Conversion Time, (i) Kenneth
Lane will serve as Chief Executive Officer of the Combined Company, (ii) Peter Huntsman will serve as non-executive Chair of the
Combined Company’s board of directors, (iii) current Huntsman Executive Vice President and Chief Financial Officer, Phil Lister,
will serve as the Chief Financial Officer of the Combined Company, and (iv) current Senior Vice President and Chief Financial Officer
of Olin, Todd Slater, will serve as Chief Integration Officer of the Combined Company. The Combined Company will be named “OlinHuntsman
Corporation” effective as of the Conversion Time and will be headquartered in The Woodlands, Texas.
Representations, Warranties and Covenants
The Merger Agreement contains
customary representations and warranties of each of Huntsman and Olin relating to their respective businesses, financial statements and
public filings, among other matters, in each case generally subject to customary qualifications. Additionally, the Merger Agreement provides
for customary pre-closing covenants of each of Huntsman and Olin, including (a) to use commercially reasonable efforts to conduct its
business in the ordinary course (subject to certain exceptions); (b) to cooperate and use reasonable best efforts with respect to seeking
regulatory approvals, subject to certain specified limitations; (c) to hold a meeting of its stockholders, to obtain the requisite approvals
contemplated by the Merger Agreement; (d) not to solicit proposals relating to any alternative business combination transactions; and
(e) subject to certain exceptions, not to enter into any discussion concerning, or provide confidential information in connection with,
any such alternative business combination transactions.
Prior to obtaining the
relevant stockholder approval, the board of directors of Huntsman or the board of directors of Olin, as applicable, may change its
recommendation to its stockholders in connection with the Transactions, subject to complying with certain notice and other specified
conditions set forth in the Merger Agreement. Notwithstanding a change in recommendation by the board of directors of Huntsman or the
board of directors of Olin, unless the Merger Agreement is terminated by the other party, such party is still required to
convene the meeting of its stockholders to obtain the requisite stockholder approvals contemplated by the Merger Agreement.
Conditions to the Transactions
The completion of the Transactions
is subject to the satisfaction or waiver of certain conditions, including (a)(i) the approval by holders of Huntsman Common Stock of a
proposal to adopt the Merger Agreement and (ii) the receipt of the Olin Direct Merger Approval or the Olin Share Issuance Approval; (b) the
expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt
of certain other clearances, approvals and consents under certain applicable foreign antitrust and regulatory laws; (c) the absence
of governmental restraints or prohibitions preventing the consummation of the Transactions; (d) the effectiveness of a registration statement
on Form S-4 that will be filed by Olin for the issuance of the Merger Consideration and the absence of any stop order or proceedings by
the SEC; (e) the approval of the Merger Consideration to be issued for listing on the NYSE at the Conversion Time; (f) the representations
and warranties of Huntsman and Olin being true and correct (subject to certain qualifications); and (g) the performance in all material
respects by the parties of their respective obligations under the Merger Agreement.
Termination
The Merger Agreement contains
certain termination rights for the parties, including in the event that (a) the parties agree in writing to terminate the Merger Agreement,
(b) the Direct Merger or the Subsidiary Mergers, as applicable, are not consummated on or before the one-year anniversary of the date
of the Merger Agreement (the “Outside Date”), subject to two automatic three-month extensions in the event that regulatory
approvals have not been received but all other conditions have been satisfied or waived, (c) the requisite stockholder approvals of Huntsman
or Olin required in connection with the Transactions are not obtained at their respective stockholder meetings, (d) any legal restraint
having the effect of prohibiting the consummation of the Direct Merger or Subsidiary Mergers, as applicable, will have become final and
non-appealable, or (e) the other party has breached its representations, warranties or covenants in the Merger Agreement, subject to certain
qualifications. In addition, Huntsman and Olin can each terminate the Merger Agreement if the other party’s board of directors has
made an adverse recommendation change in connection with the Transactions, or has failed to include its recommendation in the joint proxy
statement.
The Merger Agreement further
provides that, upon termination of the Merger Agreement under certain specified circumstances, including (a) a change in the recommendation
of the board of directors of Huntsman or Olin in connection with the Transactions or certain other proposals, as applicable, or (b) a
termination of the Merger Agreement by Huntsman or Olin because of a failure of the other party to obtain the requisite stockholder approval,
a material breach by the other party, or because the Transactions are not consummated by the Outside Date and at such time the other party
had failed to obtain the requisite stockholder approval, in each case at a time when there was a public offer or proposal for an alternative
transaction with respect to such party that had not been publicly withdrawn at least two (2) business days prior to the event giving rise
to such termination and such party enters into or consummates an alternative transaction within twelve (12) months following such date
of termination, Huntsman or Olin, as the case may be, will pay to the other party a termination fee equal to $121,000,000 in cash. In
addition, in the event that the Merger Agreement is terminated by either party due to the other party’s failure to obtain the requisite
stockholder approval under circumstances in which the termination fee is not then payable, the party that failed to obtain the requisite
stockholder approval will pay to the other party an amount equal to all reasonable and documented out-of-pocket fees and expenses in an
amount not to exceed $30,000,000.
The foregoing description
of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement,
which is attached hereto as Exhibit 2.1 and incorporated herein by reference. The Merger Agreement contains representations, warranties
and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions
embodied in those representations, warranties and covenants were made for purposes of the contract among the parties and are subject to
important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The Merger Agreement
has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information
about Huntsman or Olin or any other party to the Merger Agreement or any related agreement. In particular, the representations, warranties
and covenants contained in the Merger Agreement, which were made only for purposes of such agreement and as of specific dates, were for
the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties (including being
qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement
instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that
differ from those applicable to investors and security holders. Investors and security holders are not third-party beneficiaries under
the Merger Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as
characterizations of the actual state of facts or condition of any party to the Merger Agreement. Moreover, information concerning the
subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may
or may not be fully reflected in Olin’s or Huntsman’s public disclosures.
Item 8.01 Other Events.
Voting and Support Agreements
On June 15, 2026, concurrently
with the execution of the Merger Agreement, Olin, First Merger Sub and Second Merger Sub entered into a voting and support agreement (the
“Voting and Support Agreement”) with Peter Huntsman and affiliated entities (collectively, the “Holders”),
in their capacity as a stockholder of Huntsman, pursuant to which and subject to the conditions contained therein, each Holder has agreed,
among other things, to vote all of such Holder’s shares of Huntsman Common Stock beneficially owned (a) in favor of the adoption
of the Merger Agreement and any other matters necessary for the consummation of the Direct Merger or Subsidiary Mergers, as applicable,
and other transactions contemplated thereby and (b) against any third party takeover proposal or other transaction, proposal, agreement
or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Transactions or matters contemplated
by the Merger Agreement. The Voting and Support Agreement terminates in certain circumstances as specified in the Voting and Support Agreement.
The foregoing description of the Voting and Support Agreement does not purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Voting and Support Agreement, a copy of which is attached hereto as Exhibits 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Important Additional Information
This Current Report on Form
8-K may be deemed to be solicitation material in respect of the proposed transaction between Olin and Huntsman. In connection with the
proposed transaction, Olin and Huntsman intend to file relevant materials with the SEC, including, among other filings, an Olin registration
statement on 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 will include a joint proxy statement/prospectus of Olin and Huntsman, which after the registration statement is declared
effective by the SEC, will be mailed to shareholders of Olin and stockholders of Huntsman seeking their approval of their respective transaction-related
proposals. 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 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 Current Report on Form 8-K is not a substitute for the registration statement, the 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
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 (when they become available) from the SEC’s website at www.sec.gov, on Olin’s website at www.Olin.com
under the tab “Investors” and under the heading “SEC Filings” and on Huntsman’s website at 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 and June 3,
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, will be set forth in the registration
statement, the joint proxy statement/prospectus and other relevant materials to be filed with the SEC relating to the proposed transaction.
You may obtain these documents (when they become available) free of charge through the website maintained by the SEC at http://www.sec.gov
and from the Olin or Huntsman websites described above.
No Offer or Solicitation
This Current Report on Form 8-K 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.
Forward-Looking Statements and Cautionary Statements
This Current Report on Form
8-K contains “forward-looking statements”. These statements relate to analyses and other information that are based on management’s
current beliefs, certain assumptions and forecasts made by management, and current expectations, estimates and projections. Such forward-looking
statements include statements regarding the proposed combination between Olin and Huntsman, the future results of the Combined Company
and the benefits anticipated to be realized from the proposed combination, the impact of the proposed transaction on the Combined Company’s
business, projections as to the amount and timing of synergies and the closing date for the proposed transaction, and other uncertainties
and contingencies in connection with the foregoing. The statements contained in this Current Report on Form 8-K that are not statements
of historical facts may include “forward looking statements” as defined in the Private Securities Litigation Reform Act of
1995. We have used the words “anticipate,” “intend,” “may,” “expect,” “believe,”
“should,” “plan,” “outlook,” “project,” “estimate,” “forecast,”
“optimistic,” “target” and variations of such words and similar expressions in this Current Report on Form 8-K
to identify such forward-looking statements.
The reader is cautioned not
to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions
prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from these forward-looking
statements. Risks and uncertainties include, but are not limited to: (i) the risk that the proposed transaction may not achieve some or
all of the anticipated benefits and that the proposed transaction may not be completed in a timely manner or at all; (ii) the failure
to receive, on a timely basis or otherwise, the required approvals of the proposed transaction by Olin’s shareholders or Huntsman’s
stockholders; (iii) the possibility that any or all of the various conditions to the consummation of the proposed transaction may not
be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or
any conditions, limitations or restrictions placed on such approvals); (iv) the possibility that competing offers or acquisition proposals
may be made; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement
relating to the proposed transaction; (vi) the effect of the announcement or pendency of the proposed transaction on Olin’s or Huntsman’s
ability to attract, motivate or retain key executives and associates, their ability to maintain relationships with customers, vendors,
service providers and others with whom they do business, or their operating results and business generally; (vii) risks related to the
proposed transaction diverting management’s attention from Olin’s and Huntsman’s ongoing business operations; (viii)
the risk of stockholder litigation in connection with the proposed transaction, including resulting expense or delay; (ix) business, industry
and operational risks applicable to Olin and/or Huntsman, including (a) sensitivity to economic, business and market conditions in the
United States and overseas, including economic instability or a downturn in the sectors served by Olin and/or Huntsman; (b) declines in
average selling prices for Olin’s and/or Huntsman’s products and the supply/demand balance for Olin’s and/or Huntsman’s
products, including the impact of excess industry capacity; (c) unsuccessful execution of Olin’s and/or Huntsman’s operating
models; (d) failure to control costs and inflation impacts or failure to achieve targeted cost reductions; (e) availability of and/or
higher-than-expected costs of raw material, energy, transportation, and/or logistics; (f) Olin’s and/or Huntsman’s reliance
on a limited number of suppliers for specified feedstock and services and their reliance on third-party transportation; (g) the occurrence
of unexpected manufacturing interruptions and outages, including those occurring as a result of labor disruptions and production hazards;
(h) exposure to physical risks associated with climate-related events or increased severity and frequency of severe weather events; (i)
the failure or an interruption, including cyber-attacks, of Olin’s and/or Huntsman’s information technology systems, including
risks from the rapid evolution and increased adoption of artificial intelligence technologies that may intensify cybersecurity risks and
enable new or augment existing attack techniques and the potential for intellectual property infringement or unintentional disclosure
of proprietary or confidential information through artificial intelligence tools; (j) risks associated with Olin’s and/or Huntsman’s
international sales and operations, including economic, political or regulatory changes; (k) weak industry conditions affecting Olin’s
and/or Huntsman’s ability to comply with the financial maintenance covenants in its debt agreements; (l) Olin’s and/or Huntsman’s
indebtedness and debt service obligations; (m) failure to identify, attract, develop, retain and motivate qualified employees throughout
the respective organizations and ability to manage executive officer and other key senior management transitions; (n) adverse conditions
in the credit and capital markets, limiting or preventing Olin’s and/or Huntsman’s ability to borrow or raise capital; (o)
Olin’s and/or Huntsman’s inability to complete future acquisitions or joint venture transactions or successfully integrate
them into the business; (p) the effects of any declines in global equity markets on asset values and any declines in interest rates or
other significant assumptions used to value the liabilities in, and funding of, Olin’s and/or Huntsman’s pension plans; (q)
Olin’s and/or Huntsman’s long-range plan assumptions not being realized, causing a non-cash impairment charge of long-lived
assets; (r) exposure to risks associated with the creditworthiness of Olin’s and/or Huntsman’s key suppliers, customers and
business partners and reductions in demand for their customers’ products; (s) failure to develop new products, processes or applications,
or failure to keep pace with evolving technological innovations in end-use markets; (t) inability to protect patents and trade secrets
or enforce intellectual property rights, particularly in countries where effective intellectual property laws and judicial systems may
be unavailable; (u) conflicts, military actions, terrorist attacks, political events, public health crises and general instability, along
with increased security regulations, that could adversely affect Olin and/or Huntsman’s business; and (v) legal, environmental and
regulatory risks, including (a) changes in, or failure to comply with, legislation or government regulations or policies, including changes
regarding Olin’s and/or Huntsman’s ability to manufacture or use certain products and changes within the international markets
in which Olin and/or Huntsman operate; (b) new regulations or public policy changes regarding the transportation of hazardous chemicals
and the security of chemical manufacturing facilities; (c) unexpected outcomes from legal or regulatory claims and proceedings; (d) costs
and other expenditures in excess of those projected for environmental investigation and remediation or other legal proceedings; (e) various
risks associated with Olin’s Lake City U.S. Army Ammunition Plant contract and performance under other governmental contracts and
(f) compliance with data privacy regulations, including the General Data Protection Regulation (GDPR) and other applicable data privacy
laws, which could result in substantial fines, penalties and legal liability.
All of Olin’s and Huntsman’s
forward-looking statements should be considered in light of these factors. In addition, other risks and uncertainties not presently known
to Olin or Huntsman or that Olin or Huntsman consider immaterial could affect the accuracy of the forward-looking statements. These statements
are not guarantees of future performance and involve certain risks, uncertainties, and assumptions, which are difficult to predict and
many of which are beyond the control of Olin and/or Huntsman. Therefore, actual outcomes and results may differ materially from those
matters expressed or implied in such forward-looking statements. A further list and descriptions of these risks, uncertainties, and other
factors can be found in Olin’s filings with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly
Reports on Form 10-Q and other filings, available at the website maintained by the SEC at http://www.sec.gov, https://Olin.com or on request
from Olin and in Huntsman’s filings with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly
Reports on Form 10-Q and other filings, available at the website maintained by the SEC at http://www.sec.gov, https://www.Huntsman.com
or on request from Huntsman. Any forward-looking statement made in this Current Report on Form 8-K speaks only as of the date of this
Current Report on Form 8-K. Neither Olin nor Huntsman undertake any obligation to update publicly any forward-looking statements, or any
other information in this Current Report on Form 8-K whether as a result of future events, new information or otherwise, or to correct
any inaccuracies or omissions in them which become apparent. All forward-looking statements in this Current Report on Form 8-K are qualified
in their entirety by this cautionary statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Number |
|
Description of Exhibits |
| |
|
|
| 2.1 |
|
Agreement and Plan of Merger, dated as of June 15, 2026, by and among Olin Corporation, Huntsman
Corporation, Olympus Merger Sub, Inc. and Hook Merger Sub LLC.* |
| |
|
|
| 99.1 |
|
Voting and Support Agreement, dated as of June 15, 2026, by and among Olin Corporation, Olympus Merger
Sub, Inc., Hook Merger Sub LLC, Peter Huntsman and affiliated entities |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). |
* The schedules to the Agreement and Plan of Merger
have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Huntsman agrees to furnish a supplemental copy of such
schedules to the Securities and Exchange Commission upon its request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
| |
|
HUNTSMAN CORPORATION |
| |
|
| |
By: |
/s/ Ivan Marcuse |
| |
|
Ivan Marcuse |
| |
|
Vice President, Investor Relations and Corporate Development |
Date: June 16, 2026
Exhibit 99.1
Execution Version
VOTING AND SUPPORT AGREEMENT
THIS VOTING AND SUPPORT AGREEMENT
is dated as of June 15, 2026 (this “Agreement”), by and among each stockholder of Huntsman Corporation, a Delaware
corporation (“Huntsman”), set forth on Exhibit A hereto (each, a “Holder” and collectively,
the “Holders”), Olin Corporation, a Virginia corporation (“Olin”), Olympus Merger Sub, Inc.,
a Delaware corporation and a direct wholly owned subsidiary of Olin (“First Merger Sub”), and Hook Merger Sub LLC,
a Delaware limited liability company and a direct wholly owned subsidiary of Olin (“Second Merger Sub” and, collectively
with Olin and First Merger Sub, the “Olin Parties”).
W I T N E S S E T H:
WHEREAS, Olin, Huntsman, First
Merger Sub and Second Merger Sub are entering into an Agreement and Plan of Merger dated as of the date hereof (as the same may be amended
or supplemented from time to time, the “Merger Agreement”) providing for, among other things, a strategic business
combination transaction, pursuant to which either (a) the merger of Huntsman with and into Olin, with Olin surviving (the “Direct
Merger”) or (b) (x) the merger of First Merger Sub with and into Huntsman (the “First Subsidiary Merger”),
with Huntsman surviving as a direct wholly owned subsidiary of Olin, and (y) immediately following the First Subsidiary Merger, and
as part of the same overall transaction as the First Subsidiary Merger, the Initial Surviving Company will be merged with and into Second
Merger Sub (the “Second Subsidiary Merger” and, together with the First Subsidiary Merger, the “Subsidiary
Mergers”), with Second Merger Sub surviving as a direct wholly owned subsidiary of Olin;
WHEREAS, as of the date hereof,
each Holder Beneficially Owns (as defined below) such number of shares of Huntsman Common Stock set forth opposite such Holder’s
name on Exhibit A hereto (with respect to each Holder, such shares are referred to herein as such Holder’s “Subject
Shares”);
WHEREAS, concurrently with
the execution and delivery of the Merger Agreement, and as a condition and an inducement to the Olin Parties entering into the Merger
Agreement, each Holder is entering into this Agreement with respect to its Subject Shares;
WHEREAS, each Holder delivers
this Agreement to Huntsman and acknowledges that Huntsman, without being formally a party to this Agreement, shall be entitled to rely
on such Holder’s performance of its obligations under this Agreement; and
WHEREAS, the Olin Parties
desire that each Holder agree, and each Holder is willing to agree, subject to the limitations herein, not to Transfer (as defined below)
any of its Subject Shares (except as permitted in this Agreement), and to vote its Subject Shares that are outstanding as of the applicable
record date in a manner so as to facilitate consummation of the Transactions.
NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants, representations, warranties and agreements contained herein, the receipt and sufficiency of
which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:
Article I
GENERAL
1.1 Definitions.
Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement.
“Beneficially Own”
or “Beneficial Ownership” has the meaning assigned to such term in Rule 13d-3 under the Exchange Act, and a Person’s
beneficial ownership of securities shall be calculated in accordance with the provisions of such Rule (in each case, irrespective
of whether or not such Rule is actually applicable in such circumstance). For the avoidance of doubt, Beneficially Own and Beneficial
Ownership shall also include record ownership of securities.
“Beneficial Owner”
means, in respect of a security, the Person(s) who Beneficially Own(s) such security.
“Group” has the
meaning assigned to such term in Section 13(d)(3) of the Exchange Act and Regulation 13D-G thereunder.
“Immediate Family”
means the spouse of an individual and the grandparents, parents, siblings and children (and children and spouses of any of the foregoing)
of the individual or his or her spouse. An adopted child will be treated as a child of his or her adoptive parent or parents (but only
if he or she was adopted before he or she reached 21 years of age).
“Permitted Transferee”
means (1) any controlled Affiliate of such Holder which remains such, (2) a partner or member, active or retired, of such Holder
or a stockholder of such Holder, (3) the estate of any such Holder or a trust established for the benefit of the descendants or any
relatives or spouse of such Holder, (4) a parent corporation or wholly-owned subsidiary of such Holder or to a wholly-owned subsidiary
of such parent unless and until such transferee ceases to be a parent or wholly-owned subsidiary of the Holder or a wholly-owned subsidiary
of such parent, (5) a member of the Immediate Family of such Holder or (6) any Person in accordance with bona fide estate planning
or estate administration purposes.
“Transfer” means,
in respect of a Holder’s Subject Shares, any direct or indirect: (1) offer, sale, lease, assignment, encumbrance, loan, pledge,
gift, hedge, short sale, distribution, grant of a security interest, hypothecation, disposition or other similar transfer or disposal
(including, for the avoidance of doubt, any deposit, submission or other tendering into any tender or exchange offer), change, limit or
entry into or acquisition of any derivative arrangement, by operation of law or otherwise and whether voluntary or involuntary, (2) entry
into any option, contract, agreement or other arrangement to do any of the foregoing in clause (1) and (3) entry into any swap
or any other agreement, transaction or series of transactions that results in an amount of Subject Shares subject to Article III
that is less than the amount of Subject Shares subject to Article III as of the date hereof (including, in the case of each
of clauses (1), (2) and (3), through the Transfer of any Person or any interest in any Person).
Article II
AGREEMENT TO RETAIN SHARES
2.1 Transfer
and Encumbrance of Shares.
(a) From
the date hereof until the Termination Date (as defined below), each Holder shall not (i) Transfer any of its Subject Shares except
as permitted by this Agreement, (ii) deposit any of its Subject Shares into a voting trust or enter into a voting agreement or arrangement
with respect to any of its Subject Shares or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto
or (iii) give instructions with respect to the voting of any of its Subject Shares in any manner that is inconsistent or otherwise
take any other action with respect to any of its Subject Shares that would in any way restrict, limit or interfere with the performance
by such Holder of its obligations hereunder or the transactions contemplated hereby.
(b) Notwithstanding
anything in this Agreement to the contrary, each Holder may Transfer its Subject Shares:
(i) to
one or more of its Affiliates or Permitted Transferees who, as a condition to the consummation of such Transfer, executes and delivers
to Huntsman and Olin a written agreement, in form and substance reasonably acceptable to Olin, to assume such Holder’s obligations
hereunder and to be bound by the terms of this Agreement to the same extent as such Holder is bound hereunder and to make each of the
representations and warranties hereunder in respect of the Subject Shares transferred as such Holder shall have made hereunder;
(ii) with
the prior written consent of Olin; or
(iii) in
connection with the satisfaction of the exercise price or a withholding tax liability incident to the vesting, exercise or settlement
of any Huntsman Equity Awards.
2.2 Additional
Purchases; Adjustments. Each Holder agrees that any shares of capital stock or other equity of Huntsman that such Holder purchases
or otherwise acquires or with respect to which such Holder otherwise acquires voting power after the execution of this Agreement and prior
to the Termination Date shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted such
Holder’s Subject Shares as of the date hereof. Each Holder agrees that, in the event of any stock split, stock dividend, merger,
reorganization, recapitalization, reclassification, combination, exchange of shares or the like of the capital stock of Huntsman affecting
the Subject Shares, the terms of this Agreement shall apply to resulting securities that are Beneficially Owned by such Holder.
2.3 Unpermitted
Transfers; Involuntary Transfers. Any Transfer or attempted Transfer of any Subject Shares in violation of this Article II
shall, to the fullest extent permitted by Law, be null and void ab initio. If any involuntary Transfer of any of such Holder’s
Subject Shares shall occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees
of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this
Agreement, which shall continue in full force and effect until the Termination Date.
Article III
AGREEMENT TO VOTE
3.1 Agreement
to Vote. Prior to the Termination Date, each Holder irrevocably and unconditionally agrees that it shall, at any meeting of the
stockholders of Huntsman (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such
meeting or otherwise cause such Holder’s Subject Shares that are outstanding as of the applicable record date and as to which such
Holder has direct voting power to be counted as present thereat for purposes of establishing a quorum, and vote, or cause to be voted
at such meeting, or, if any action is to be taken by written consent in lieu of a stockholder meeting, execute and deliver, or cause to
be executed and delivered, a written consent with respect to, all such Subject Shares:
(a) in
favor of (A) the adoption of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1,
any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving
any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Direct Merger
and the Subsidiary Mergers, and all other matters presented to stockholders of Huntsman by the Huntsman Board in connection with the Merger
Agreement, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of Huntsman to a later date if there
are not sufficient votes to adopt the Merger Proposal; and
(b) against
(A) any agreement, transaction or proposal that relates to a Huntsman Takeover Proposal or any other transaction, proposal, agreement
or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Transactions or matters contemplated
by the Merger Agreement; (B) any action or agreement that would result in a breach of any covenant, representation or warranty or
any other obligation or agreement of Huntsman or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained
in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation
of the Transactions set forth in Article VIII of the Merger Agreement not being fulfilled or (2) any change to the voting rights
of any class of shares of capital stock of Huntsman (including any amendments to Huntsman’s organizational documents); and (D) any
other action that could reasonably be expected to impede, interfere with, materially delay, or materially and adversely affect the Transactions
or this Agreement. Any attempt by such Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting
power of) its Subject Shares over which such Holder has direct voting power in contravention of this Section 3.1 shall be
null and void ab initio. If such Holder is the Beneficial Owner, but not the holder of record, of any of its Subject Shares, such
Holder agrees to use reasonable best efforts to cause such holder of record and any nominees to vote (or exercise a consent with respect
to) all of such Subject Shares in accordance with this Section 3.1.
Notwithstanding anything herein to the contrary
in this Agreement, this Section 3.1 shall not require any Holder to be present (in person or by proxy) or vote (or cause to
be voted) any of its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces or has the
effect of reducing the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional
material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in
its capacity as a stockholder of Huntsman) in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder
shall remain free to vote (or execute consents or proxies with respect to) its Subject Shares with respect to any matter other than as
set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including
in connection with the election of directors of Huntsman.
Article IV
ADDITIONAL AGREEMENTS
4.1 Further
Assurances. Each Holder agrees that from and after the date hereof and until the Termination Date, such Holder shall and shall
cause its controlled Affiliates to take no action that would reasonably be likely to adversely affect or delay the ability to perform
its respective covenants and agreements under this Agreement.
4.2 Fiduciary
Duties. Each Holder is entering into this Agreement solely in its capacity as the Beneficial Owner of its Subject Shares and nothing
herein is intended to or shall limit or affect any actions taken by such Holder or any of such Holder’s designees serving in his
or her capacity as a director or officer of Huntsman (or a Subsidiary of Huntsman). The taking of any actions (or failures to act) by
such Holder or such Holder’s designees serving as a director of Huntsman (in such capacity as a director) shall not be deemed to
constitute a breach of this Agreement.
Article V
REPRESENTATIONS AND WARRANTIES OF HOLDER
5.1 Representations
and Warranties. Each Holder hereby represents and warrants to the Olin Parties as follows:
(a) Ownership.
As of the date hereof, such Holder does not Beneficially Own any shares of capital stock or other equity of Huntsman, other than such
Holder’s Subject Shares listed opposite such Holder’s name or otherwise disclosed on Exhibit A. Such Holder is
the sole record and beneficial owner of all of such Holder’s Subject Shares (other than shares as to which such Holder has disclaimed
beneficial ownership as noted on Exhibit A), free and clear of all Liens of every nature whatsoever (including any restriction
on the right to vote or otherwise Transfer such Subject Shares), except as provided under this Agreement, as noted on Exhibit A,
or pursuant to any applicable restrictions on transfer under the Securities Act and, as to such Subject Shares that are subject to vesting
or forfeiture, except as provided in the applicable benefit plans and award agreements of Huntsman.
(b) Power
to Vote and Dispose of Shares. Such Holder has, with respect to its Subject Shares, power to vote, issue instructions with respect
to the matters set forth in Article III, agree to all of the matters set forth in this Agreement, take all actions required
under this Agreement and Transfer its Subject Shares. Other than this Agreement, other than with respect to the Group of which the Holder
is part, and other than applicable benefit plans and award agreements of Huntsman with respect to its Subject Shares that are subject
to vesting or forfeiture, (i) there are no agreements or arrangements of any kind, contingent or otherwise, to which such Holder
is a party obligating such Holder to Transfer or cause to be Transferred to any Person any of its Subject Shares and (ii) no Person
has any contractual or other right or obligation to purchase or otherwise acquire any of its Subject Shares.
(c) Organization;
Authority. If such Holder is an entity, such Holder is duly organized, validly existing and in good standing under the Laws of its
jurisdiction of formation. Such Holder has full power and authority and is duly authorized to make, enter into and carry out the terms
of this Agreement and to perform its obligations hereunder. If such Holder is an individual, such Holder has all necessary legal capacity,
power and authority to make, enter into and carry out the terms of this Agreement and to perform its obligations hereunder. This Agreement
has been duly and validly executed and delivered by such Holder and (assuming due authorization, execution and delivery by each other
party hereto), constitutes a valid and binding agreement of such Holder, enforceable against such Holder in accordance with its terms
except to the extent that enforceability may be limited by the Bankruptcy and Equity Exception; and no other action is necessary to authorize
the execution and delivery by such Holder or the performance of such Holder’s obligations hereunder.
(d) No
Violation. The execution, delivery and performance by such Holder of this Agreement will not (i) violate any provision of any
Law applicable to such Holder or by which any of such Holder’s Subject Shares are bound; (ii) violate any order, judgment or
decree applicable to such Holder or any of its Affiliates or by which any of such Holder’s Subject Shares are bound; or (iii) conflict
with, or result in a breach or default under, any agreement or instrument to which such Holder or any of its Affiliates is a party or
any term or condition of its certificate of formation, limited liability company agreement or comparable organizational documents, as
applicable, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, prevent,
impede or materially delay such Holder’s ability to satisfy its obligations under this Agreement or to consummate the Transactions
on a timely basis.
(e) Consents
and Approvals. Neither the execution and delivery by such Holder of this Agreement, nor the performance of such Holder’s obligations
hereunder, require such Holder or any of its Affiliates to obtain any consent, approval, authorization or permit of, or to make any filing
with or notification to, any Governmental Authority or other Person, except such filings and authorizations as may be required under the
Exchange Act.
(f) Absence
of Litigation. To the knowledge of such Holder, as of the date hereof, there is no Action pending against, or threatened in writing
against, such Holder that would reasonably be expected, individually or in the aggregate, to prevent, impede or materially delay such
Holder’s ability to satisfy its obligations under this Agreement or to consummate the Transactions on a timely basis.
(g) Absence
of Other Voting Agreements. None of the Subject Shares of such Holder is subject to any voting trust, proxy or other agreement, arrangement
or restriction or other Lien with respect to voting, in each case, that is inconsistent with this Agreement. None of the Subject Shares
of such Holder is subject to any pledge agreement pursuant to which such Holder does not retain voting rights with respect to its Subject
Shares subject to such pledge agreement at least until the occurrence of an event of default under the related debt instrument.
Article VI
MISCELLANEOUS
6.1 No
Solicitation. Each Holder, solely in its capacity as a stockholder of Huntsman, agrees that it will not, and will cause its controlled
Affiliates not to, and will use reasonable best efforts to cause its and their Representatives not to, directly or indirectly, take any
action that would violate Section 6.03 of the Merger Agreement as if such Holder were deemed to be Huntsman for purposes of Section 6.03
of the Merger Agreement. Notwithstanding the foregoing, in the event that Huntsman participates in discussions or negotiations with a
Person regarding a Huntsman Takeover Proposal in accordance with Section 6.03 of the Merger Agreement, such Holder and/or any of
its Representatives may engage in discussions or negotiations with such Person, provided that Huntsman remains at all times in
full compliance with its obligations under Section 6.03 of the Merger Agreement.
6.2 Non-Recourse.
This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement
or the transactions contemplated by this Agreement may only be brought against, the individual and entities that are expressly named as
parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, provided that
Huntsman, without being formally a party to this Agreement, shall be entitled to rely upon and enforce each Holder’s obligations
under this Agreement. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken
by such named party in this Agreement and not otherwise), no past, present or future director, manager, officer, employee, incorporator,
member, partner, equityholder, Affiliate, agent, attorney, advisor, consultant or Representative or Affiliate of any of the foregoing
shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants,
agreements or other obligations or liabilities of or made under this Agreement (whether for indemnification or otherwise) or of or for
any claim based on, arising out of, or related to this Agreement or the transactions contemplated by this Agreement.
6.3 No
Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Olin any direct or indirect ownership or incidence
of ownership of or with respect to the Subject Shares. All rights, ownership and economic benefits of and relating to the Subject Shares
shall remain vested in and belong to the applicable Holder, and Olin shall not have any authority to manage, direct, restrict, regulate,
govern or administer any of the policies or operations of Huntsman or exercise any power or authority to direct any Holder in the voting
or disposition of any Subject Shares, except as otherwise expressly provided herein.
6.4 Disclosure.
Each Holder agrees that it will not, and will cause its controlled Affiliates not to, and will use reasonable best efforts to cause its
and their Representatives not to, make any public announcement or other communication to a third party regarding the Merger Agreement,
the Transactions or this Agreement or the transactions contemplated hereby without the prior written consent of Olin, except (a) to
Affiliates and Representatives of such Holder or (b) as may be required by applicable Law (provided that, to the extent it is reasonably
practicable and permitted by applicable Law, reasonable notice of any such disclosure required by applicable Law will be provided to Olin,
and such Holder will consider in good faith the reasonable comments of Olin with respect to such disclosure and otherwise reasonably cooperate
with Olin in obtaining confidential treatment with respect to such disclosure, in each case, at Olin’s sole cost and expense). Each
Holder consents to and authorizes the publication and disclosure by Huntsman and Olin of such Holder’s identity and holding of its
Subject Shares, and the terms of this Agreement (including, for avoidance of doubt, the disclosure of this Agreement), in any press release,
the Proxy Statement and any other disclosure document required in connection with the Merger Agreement and the Transactions. Each Holder
agrees to, as promptly as reasonably practicable, give Huntsman and Olin any information with respect to such Holder’s Beneficial
Ownership of its Subject Shares as Huntsman and Olin may reasonably require for the preparation of any such disclosure documents, and
such Holder agrees to promptly notify Olin and Huntsman of any required corrections with respect to any such information supplied by such
Holder specifically for use in any such disclosure document, if and to the extent that any such information shall have, to the knowledge
of such Holder, become false or misleading in any material respect.
6.5 Termination.
This Agreement shall terminate at the earliest of: (i) the valid termination of the Merger Agreement in accordance with its terms,
(ii) the date of any modification, waiver or amendment to any provision of the Merger Agreement that reduces or has the effect of
reducing the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material
conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity
as a stockholder of Huntsman) in any material respect, (iii) a Huntsman Adverse Recommendation Change, or (iv) the Conversion
Time (such date, the “Termination Date”); provided that this Article VI shall survive the termination
of this Agreement. Upon termination of this Agreement pursuant to this Section 6.5, this Agreement shall become void and of
no further force or effect, with no liability on the part of any party hereto, provided, however, that no termination of
this Agreement shall relieve any party hereto from any liability to any other party arising out of or in connection with a willful breach
of this Agreement. Nothing in the Merger Agreement shall relieve any Holder from any liability arising out of or in connection with a
willful breach of this Agreement.
6.6 Amendment.
To the extent permitted by applicable Law and subject to the other provisions of this Agreement, this Agreement may be amended by the
parties hereto at any time by execution of an instrument in writing signed on behalf of each of the parties hereto.
6.7 Reliance.
Each Holder understands and acknowledges that Huntsman and the Olin Parties are entering into the Merger Agreement and this Agreement
in reliance upon such Holder’s execution and delivery of this Agreement.
6.8 Extension;
Waiver. At any time and from time to time prior to the Closing, any party or parties hereto may, to the extent permitted by applicable
Law and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of
the other party or parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties made to such party
or parties hereto contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements
or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties hereto
to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party or parties,
as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.
6.9 Express
Third-Party Beneficiary. Huntsman may rely upon this Agreement and enforce the provisions hereof as an intended and express third-party
beneficiary.
6.10 Notices.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly
given if delivered by hand, emailed (to the extent that no “bounce back”, “out of office” or similar message indicating
non-delivery is received with respect thereto) or sent by overnight courier (providing proof of delivery) to the parties at the following
email addresses and street addresses (or at such other email address or street address as shall be specified by like notice):
(a) If
to any Holder, to the address or electronic mail set forth for such Holder on Exhibit A hereto.
(b) if
to an Olin Party, to:
Olin
Corporation
16290 Katy Freeway, Suite 600
Houston, TX 77094
Attention: Angela Castle, Vice President & Chief Legal Officer
Email: [***]
with
a copy (which shall not constitute notice) to:
Cravath,
Swaine & Moore LLP
Two Manhattan West
375 Ninth Avenue
New York, New York 10001
Attention: Robert I. Townsend III
Joseph
D. Zavaglia
Jin-Kyu
Baek
Email: Jin-Kyu
Baek
[***]
[***]
(c) if
to Huntsman, to:
Huntsman
Corporation
10003 Woodloch Forest Drive
The Woodlands, TX 77380
Attention: Amy
Smedley, Executive Vice President, General Counsel & Secretary
Email: [***]
with
a copy to:
Kirkland &
Ellis LLP
601
Lexington Avenue
New
York, New York 10022
Attention:
Daniel Wolf, P.C.
Rachael
G. Coffey, P.C.
Email: [***]
[***]
and
Kirkland &
Ellis LLP
609
Main Street
Houston,
Texas 77002
Attention:
Brittany Scheier
Email: [***]
6.11 Interpretation.
When a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to an Article or Section of,
or an Exhibit to, this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or
“including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.
The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words
of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
The words “date hereof” when used in this Agreement shall refer to the date of this Agreement. The words “or”,
“any” and “either” are not exclusive. The word “extent” in the phrase “to the extent”
shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The word “will”
shall be construed to have the same meaning and effect as the word “shall”. The definitions contained in this Agreement are
applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders
of such terms. Unless otherwise specifically indicated, any Law defined or referred to herein means such Law as from time to time amended,
modified or supplemented, including by succession of comparable successor Laws, and all rules and regulations promulgated thereunder.
References to a Person are also to its permitted assigns and successors. Each of the parties has participated in the drafting and negotiation
of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted
by all the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any
of the provisions of this Agreement. As used in this Agreement, the “knowledge” of a Holder means the actual knowledge of
such Holder, if such Holder is an individual, or any officer of such Holder after due inquiry, if such Holder is an entity.
6.12 Counterparts.
This Agreement may be executed in one or more counterparts (including by electronic signature), all of which shall be considered one and
the same agreement, and shall become effective when the remaining counterparts have been signed by each of the parties and delivered to
the other parties.
6.13 No
Partnership, Agency or Joint Venture. This Agreement is intended to create, and creates, a contractual relationship and is not
intended to create, and does not create, any agency, partnership, joint venture, any like relationship between the parties hereto or a
presumption that the parties hereto are in any way acting in concert or as a group with respect to the obligations or the transactions
contemplated by this Agreement.
6.14 Entire
Agreement. This Agreement (including any exhibits hereto), the Merger Agreement, the Confidentiality Agreement and the documents
and instruments and other agreements among the parties hereto as contemplated by or referred to herein constitutes the entire agreement
and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter
hereof.
6.15 Governing
Law; Venue; Waiver of Jury Trial.
(a) This
Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, and any claim arising out of, relating
to or in connection with this Agreement shall be governed by the Laws of the State of Delaware, without regard to the conflict of Laws
principles that would otherwise result in the application of any Law other than the Laws of the State of Delaware.
(b) All
Actions arising out of or relating to this Agreement or the Transactions shall be heard and determined in the Court of Chancery of the
State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over any Action, any state or federal court
of competent jurisdiction within the State of Delaware). The parties hereby irrevocably (i) submit to the exclusive jurisdiction
and venue of such courts in any such Action, (ii) waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance
of any such Action, (iii) agree to not attempt to deny or defeat such jurisdiction by motion or otherwise request for leave from
any such court and (iv) agree to not bring any Action arising out of or relating to this Agreement or the Transactions in any court
other than the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over
any Action, any state or federal court of competent jurisdiction within the State of Delaware), except for Actions brought to enforce
the judgment of any such court. The consents to jurisdiction and venue set forth in this Section 6.15 shall not constitute
general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph
and shall not be deemed to confer rights on any Person other than the parties. Each party agrees that service of process upon such party
in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set
forth in Section 6.10 of this Agreement. The parties hereto each agree that a final judgment in any Action shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided, however,
that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from,
a final trial court judgment.
(c) EACH
PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND
DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE
THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
6.16 Assignment.
Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by
operation of Law or otherwise by any of the parties hereto without the prior written consent of the other parties. Any purported assignment
without such consent shall be void. Subject to the preceding sentence and except as set forth in Article II, this Agreement
will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.
6.17 Specific
Performance. The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions
of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even
if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties hereto and Huntsman (as an intended
third-party beneficiary) shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically
the performance of terms and provisions of this Agreement, without proof of actual damages (and each party hereby waives any requirement
for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are
entitled at law or in equity. The parties hereto further agree not to assert that a remedy of specific performance is unenforceable, invalid,
contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any
such breach.
6.18 Severability.
If any term, condition or other provision of this Agreement is invalid, illegal or incapable of being enforced by, due to or as a result
of any Law or public policy, all other terms, conditions and other provisions of this Agreement shall nevertheless remain in full force
and effect so long as either the economic or legal substance of the Transactions is not affected in any manner materially adverse to any
party or such party waives its rights under this Section 6.18 with respect thereto. Upon such determination that any term,
condition or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that Transactions
are fulfilled to the extent possible.
6.19 Liability.
The rights and obligations of each of the Holders under this Agreement shall be several and not joint. All references to actions to be
taken by the Holders, or representations and warranties to be made, under this Agreement refer to actions to be taken or representations
and warranties to be made by Holders acting severally and not jointly. Except for any liability for claims, losses, damages, liabilities
or other obligations arising out of a Holder’s failure to perform its obligations hereunder, Olin agrees that no Holder (in its
capacity as a Holder of its Subject Shares) will be liable for claims, losses, damages, liabilities or other obligations resulting from
or relating to the Merger Agreement, including any breach by Huntsman of the Merger Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties
hereto, intending to be legally bound hereby, have executed or caused this Agreement to be executed in counterparts, all as of the day
and year first above written.
| |
OLIN CORPORATION |
| |
|
|
| |
By: |
/s/
Kenneth T. Lane |
| |
Name: |
Kenneth
T. Lane |
| |
Title: |
President
and Chief Executive Officer |
| |
|
|
| |
OLYMPUS MERGER SUB, INC. |
| |
|
|
| |
By: |
/s/
Inchan Hwang |
| |
Name: |
Inchan
Hwang |
| |
Title: |
Secretary |
| |
|
|
| |
HOOK MERGER SUB LLC |
| |
|
|
| |
By: |
/s/
Inchan Hwang |
| |
Name: |
Inchan
Hwang |
| |
Title: |
Secretary |
| |
|
|
| |
PETER HUNTSMAN |
| |
|
|
| |
By: |
/s/
Peter Huntsman |
| |
Name: |
Peter
Huntsman |
| |
|
|
| |
P&B CAPITAL, L.C. |
| |
|
|
| |
By: |
/s/
Peter Huntsman |
| |
Name: |
Peter
Huntsman |
| |
Title: |
Manager |
[Signature Page to
the Voting and Support Agreement]
