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Olin Corporation (OLN) reports that its shareholders have approved key proposals to complete an all-stock merger of equals with Huntsman Corporation. At a virtual special meeting, holders of 95,428,141 shares of Olin common stock were present or represented by proxy out of 113,982,490 shares outstanding as of the record date, establishing a quorum.
Shareholders approved the Direct Merger Proposal to consummate the combination via a direct merger of Olin and Huntsman and the Subsidiary Merger Proposal, each involving the issuance of Olin common stock, as well as a non-binding advisory proposal on merger-related compensation for named executive officers. Because sufficient votes were obtained, a pre-positioned adjournment proposal was not needed.
A joint press release states that, based on preliminary results, approximately 97% of Olin votes cast, representing 81% of outstanding shares, and approximately 99% of Huntsman votes cast, representing 75% of outstanding shares, supported the transaction. Subject to required regulatory approvals and other customary closing conditions, the combined company, to be known as OlinHuntsman Corporation, is expected to close the merger in the first half of 2027.
Olin Corporation reports on its pending merger of equals with Huntsman Corporation, for which a Form S‑4 registration statement is effective and joint proxy materials have been mailed ahead of both companies’ August 25, 2026 special meetings. The Olin board continues to unanimously recommend that shareholders vote “FOR” all Olin merger-related proposals.
Olin and Huntsman have been named in stockholder lawsuits and have received demand letters relating to disclosures in the joint proxy statement/prospectus. While the companies state they believe these challenges are without merit, Olin is voluntarily providing supplemental disclosure to reduce the risk of delay or added cost to the merger process.
The supplement adds detail on investment banks’ valuation work, including Lazard’s use of net debt of $2,804 million for Olin and $1,908 million for Huntsman and fully diluted share counts near 118 million and 178 million, respectively, as of mid‑2026. It expands Citi and Morgan Stanley analyses, specifying discount rates, perpetuity growth assumptions, projected dividends, and implied per‑share equity value ranges, and provides more granular Huntsman standalone projections and clarifies that no revenue synergy estimates were prepared.
AQR Capital Management, LLC and AQR Capital Management Holdings, LLC report beneficial ownership of Olin Corporation common stock. They disclose aggregate beneficial ownership of 5,739,046 shares of Olin’s $1.00 par value common stock, representing 5.04% of the class as of June 30, 2026.
Both entities report no sole voting or dispositive power. Instead, they have shared voting power over 5,716,213 shares and shared dispositive power over 5,739,046 shares. AQR Capital Management, LLC is a wholly owned subsidiary of AQR Capital Management Holdings, LLC, and the Schedule 13G is filed on behalf of both organizations.
Olin Corporation reported that its Board of Directors declared a regular quarterly cash dividend. The Board approved a dividend of $0.20 per share on Olin common stock. The dividend is payable on September 11, 2026 to shareholders of record at the close of business on August 27, 2026. This represents Olin’s 399th consecutive quarterly dividend, highlighting a long-standing pattern of making regular cash returns to common shareholders.
Olin Corporation reported weaker results for the three and six months ended June 30, 2026. Sales were $1,741.9 million in the quarter and $3,324.9 million year-to-date, slightly below the prior-year periods. The company posted a net loss of $13.3 million for the quarter and $96.3 million for the first half of 2026, versus roughly break-even a year earlier, with diluted loss per share of $0.12 for Q2 and $0.85 year-to-date.
Segment performance was mixed. Chlor Alkali Products and Vinyls earned $53.4 million in Q2 but only $8.9 million year-to-date, down sharply from 2025, driven by lower pricing and volumes, higher energy costs, and operating issues at the Freeport, TX VCM plant that reduced profit by about $40.1 million. Epoxy swung to income of $16.0 million in Q2 and $13.1 million year-to-date on higher pricing, volumes and lower costs, despite weak global demand and subsidized Asian competition. Winchester delivered $28.1 million of Q2 income and $43.3 million year-to-date, supported by higher commercial ammunition pricing, volumes and military project revenue, partly offset by higher metals and operating costs.
Strategically, Olin agreed on June 15, 2026 to an all-stock merger of equals with Huntsman Corporation, with Huntsman shareholders to receive 0.5476 Olin shares per Huntsman share; Olin holders are expected to own about 54.5% of the combined company after closing, targeted for the first half of 2027. The company incurred $10.6 million of merger-related advisory and professional fees in the first half. Olin ended June 30, 2026 with $177.4 million of cash, $3,029.1 million of total debt, and a net operating cash outflow of $40.7 million for the six months. Restructuring remains significant, with cumulative charges of $279.5 million, a remaining accrued liability of $17.1 million, and about $70 million of additional charges expected through 2030.
Olin Corporation reported a second quarter 2026 net loss of $13.3 million, or $0.12 per diluted share, compared with a $1.3 million loss a year earlier, on sales of $1,741.9 million versus $1,758.3 million. Adjusted EBITDA improved to $191.3 million from $176.1 million.
Chlor Alkali Products and Vinyls sales fell to $819.5 million and segment earnings to $53.4 million, affected by lower volumes and an unplanned vinyl chloride monomer outage in Freeport that reduced adjusted EBITDA by about $40 million and is expected to impact the third quarter by about $20 million. Epoxy returned to profitability with $16.0 million of segment earnings on $422.1 million of sales. Winchester delivered $28.1 million of segment earnings on $500.3 million of sales, reflecting stronger commercial and military demand.
Management forecasts third quarter 2026 adjusted EBITDA between $160 million and $200 million. Olin ended June 30, 2026 with cash of $177.4 million, net debt of $2.85 billion, and a net debt to adjusted EBITDA ratio of 5.0 times, with approximately $1.2 billion of available liquidity. Results include $10.6 million of merger-related costs tied to a proposed all-stock merger of equals with Huntsman Corporation and cash payments of about $93 million in the first half to resolve legacy Shintech litigation, with roughly $100 million more expected in the second half.
Dimensional Fund Advisors LP reported beneficial ownership of 6,166,477 shares of Olin Corp common stock, representing 5.4% of the class. Dimensional has sole power to vote 6,063,122 shares and sole power to dispose of 6,166,477 shares, with no shared voting or dispositive power.
The shares are owned by various investment funds and accounts that Dimensional advises or manages. Dimensional may be deemed a beneficial owner for Section 13(d) purposes but disclaims beneficial ownership, and, to its knowledge, no single underlying fund holds 5% or more of the class.
Olin Corporation and Huntsman Corporation plan a merger of equals in which Huntsman will combine with Olin either through a direct merger of Huntsman into Olin or a two-step subsidiary merger. The combination proceeds if Huntsman stockholders adopt the merger agreement and Olin shareholders approve either merger structure.
Huntsman stockholders would receive 0.5476 shares of Olin common stock for each Huntsman share, valued at about $11.06 based on Olin’s July 9, 2026 closing price. Olin reported 2025 sales of $6,780.8 million and a net loss of $100.5 million, while Huntsman reported 2025 revenues of $5,683 million and a net loss of $284 million. Special virtual meetings are set for August 25, 2026, with a July 9, 2026 record date. Both boards unanimously recommend voting in favor of their respective proposals. If the subsidiary structure is used, Huntsman’s 2.950% 2031 and 4.500% 2029 notes will likely be refinanced at higher interest rates, increasing future interest expense. After closing, Olin CEO Kenneth T. Lane will lead the combined company and Huntsman CEO Peter R. Huntsman will serve as non-executive chair.
Olin Corporation and Huntsman Corporation have agreed to a merger of equals to combine their businesses; the transaction will be effected either as a direct merger or a two-step subsidiary merger, subject to the conditions in the merger agreement.
The merger consideration to Huntsman stockholders is 0.5476 shares of Olin common stock per Huntsman share, and based on Olin's closing price on July 9, 2026 that consideration was approximately $11.06 per Huntsman share. Olin shareholders of record as of July 9, 2026 and Huntsman stockholders of record as of July 9, 2026 will vote at virtual special meetings on August 25, 2026 to approve the merger proposals; each board unanimously recommends approval. The transactions are subject to shareholder approvals and other closing conditions described in the joint proxy statement/prospectus.