Lyondell and Millennium Announce Expected Closing Date for Proposed Business Combination Transaction
October 04 2004 - 11:46AM
PR Newswire (US)
Lyondell and Millennium Announce Expected Closing Date for Proposed
Business Combination Transaction HOUSTON and HUNT VALLEY, Md., Oct.
4 /PRNewswire-FirstCall/ -- Lyondell Chemical Company (NYSE:LYO)
and Millennium Chemicals Inc. (NYSE:MCH) today announced that they
expect their proposed business combination transaction to close
December 1, 2004. The companies have set November 30, 2004 as the
date for their respective special shareholder meetings to consider
the proposed transaction and, assuming shareholder approval, the
transaction is expected to close the following day. The
registration statement was declared effective October 1, 2004, and
shareholders of record at the close of business on Thursday,
October 14, 2004 will be entitled to notice of and to vote at the
special meetings. The companies today are giving the New York Stock
Exchange the required 10 days' advance notice of the record date.
Once the record date has passed, they will print and mail the joint
proxy statement to Lyondell and Millennium shareholders and provide
adequate time for shareholder consideration of the proposal. The
proposed transaction is a stock-for-stock business combination of
the companies which will create North America's third-largest
independent, publicly traded chemical producer with combined pro
forma 2003 revenues of more than $11 billion and market
capitalization of $5.5 billion. After the close of the proposed
transaction, the company will be called "Lyondell Chemical Company"
and will be headquartered in Houston, Texas. ABOUT LYONDELL
Lyondell, headquartered in Houston, Texas, is a leading producer
of: propylene oxide (PO); PO derivatives including propylene glycol
(PG), butanediol (BDO) and propylene glycol ethers (PGE); and
styrene monomer and MTBE as co-products of PO production. Through
its current 70.5 percent interest in Equistar Chemicals, LP,
Lyondell also is one of the largest producers of ethylene,
propylene and polyethylene in North America and a leading producer
of ethylene oxide, ethylene glycol, high value-added specialty
polymers and polymeric powder. Through its 58.75 percent interest
in LYONDELL-CITGO Refining LP, Lyondell is one of the largest
refiners in the United States processing extra heavy Venezuelan
crude oil to produce gasoline, low sulfur diesel and jet fuel.
ABOUT MILLENNIUM Millennium is the second-largest producer of TiO2
in the world, the largest merchant seller of titanium tetrachloride
and a producer of silica gel and cadmium-based pigments. It also is
the second-largest producer of acetic acid and vinyl acetate
monomer in North America, and a leading producer of terpene-based
fragrance and flavor chemicals. Millennium currently has a 29.5
percent interest in Equistar. FORWARD-LOOKING STATEMENTS This
release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Such
statements include, but are not limited to, statements about the
proposed transaction between Lyondell Chemical Company ("Lyondell")
and Millennium Chemicals Inc. ("Millennium"), including the
parties' plans, objectives, expectations and intentions and other
statements that are not historical facts. Such statements are based
upon the current beliefs and expectations of Lyondell's and
Millennium's respective managements and are subject to significant
risks and uncertainties. Actual results may differ materially from
those set forth in the forward-looking statements. The following
factors, among others, could affect the proposed transaction and
the anticipated results: approval by Lyondell's and Millennium's
respective shareholders and the parties' ability to achieve
expected synergies in the transaction within the expected
timeframes or at all. Additional factors that could cause
Lyondell's results to differ materially from those described in the
forward-looking statements can be found in Lyondell's Annual Report
on Form 10-K for the year ended December 31, 2003, which was filed
with the Securities and Exchange Commission (the "SEC") on March
12, 2004, Lyondell's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2004, which was filed with the SEC on August 6, 2004
and the Form S-4 (as defined below). Additional factors that could
cause Millennium's results to differ materially from those
described in the forward-looking statements can be found in Exhibit
99.1 to Millennium's Annual Report on Form 10-K for the year ended
December 31, 2003, which was filed with the SEC on March 12, 2004,
Exhibit 99.1 to Millennium's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2004, which was filed with the SEC on May
14, 2004 and the Form S-4. Lyondell and Millennium disclaim any
obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise. In addition,
on September 30, 2004, Lyondell filed with the SEC an amendment to
its registration statement on Form S-4 (as amended, the "Form S-4")
containing a preliminary joint proxy statement/prospectus regarding
the proposed transaction between Lyondell and Millennium. The
definitive joint proxy statement/prospectus will be sent to holders
of Lyondell's and Millennium's common stock when it becomes
available. Investors and security holders are urged to read that
document and any other relevant documents filed or that will be
filed with the SEC, including the definitive joint proxy
statement/prospectus that will be part of the definitive
registration statement, as they become available, because they
contain, or will contain, important information. Investors and
security holders may obtain a free copy of the definitive joint
proxy statement/prospectus (when it becomes available) and other
documents filed by Lyondell and Millennium with the SEC at the
SEC's web site at http://www.sec.gov/ . The definitive joint proxy
statement/prospectus (when it becomes available) and the other
documents filed by Lyondell may also be obtained free from Lyondell
by calling Lyondell's Investor Relations department at (713)
309-4590. The definitive joint proxy statement/prospectus (when it
becomes available) and the other documents filed by Millennium may
also be obtained free from Millennium by calling Millennium's
Investor Relations department at (410) 229-8113. The respective
executive officers and directors of Lyondell and Millennium and
other persons may be deemed to be participants in the solicitation
of proxies in respect of the proposed transaction. Information
regarding Lyondell's executive officers and directors is available
in the proxy statement filed with the SEC by Lyondell on March 16,
2004 and in the Form S-4, and information regarding Millennium's
directors and its executive officers is available in Millennium's
Amendment No. 1 to its Annual Report on Form 10-K for the year
ended December 31, 2003, which was filed with the SEC on April 27,
2004, and in the Form S-4. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the definitive joint proxy
statement/prospectus and other relevant materials filed with the
SEC, as they become available. DATASOURCE: Lyondell Chemical
Company CONTACT: media, Susan Moore, +1-713-652-4645, or investors,
Doug Pike, +1-713-309-4590, both of Lyondell Chemical Company; or
media, Amy Drusano, +1-410-229-8062, or investors, Tom Van
Valkenburgh, +1-410-229-8113, both of Millennium Chemicals Inc. Web
site: http://www.lyondell.com/
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