2007/4/12 AP

Dow Chemical fires adviser, officer over acquisition talks

Only days after announcing that it's not in talks involving a leveraged buyout, Dow Chemical Co. has shown the door to a senior adviser and a company officer, accusing them of trying to negotiate a deal behind the company's back.
Senior adviser Pedro Reinhard, who retired as the chemical giant's chief financial officer in October 2005, and Romeo Kreinberg, a divisional executive vice president, were dismissed with the approval of the board of directors, Andrew Liveris, Dow Chemical chairman and CEO, said Thursday.

Reinhard remains a member of the board because only shareholders, not management, can remove directors.
"The values of integrity and respect for people are at the very core of our company," Liveris said in a written statement.

"I think I speak for all employees when I say we are greatly saddened by the disrespect shown by our former colleagues. But we will move on to shape our future with an even greater resolve to execute our strategy and deliver value to our shareholders."

The statement said Reinhard and Kreinberg had "engaged in business activity that was highly inappropriate and a clear violation of Dow's Code of Business Conduct."

Chris Huntley, a spokesman for Midland, Mich.-based Dow Chemical, said the two men were "involved in discussions with other parties about acquiring the company. This wasn't them talking on behalf of the company. We had no knowledge that these discussions were going on."

On Monday, Dow Chemical issued a statement saying it "has had no discussion about a leveraged buyout" and that the board "fully supports Dow's management team."

"These two individuals, we subsequently found out, were having conversations about such activity," Huntley said.

Contacted at his home by telephone on Thursday, Kreinberg said there is no truth to the accusations made against him and that he has sought the advice of legal counsel.

"The behavior of the company is very unusual, and the accusations have absolutely no substance and are highly damaging to my reputation after 30 years of employment," he said.

A man answering the phone at Reinhard's home asked a reporter to call back later. There was no answer to subsequent calls made to the home.

"At the very least, we believe the firings confirm that there was some takeover interest - either by a private-equity firm or by a strategic buyer," Citigroup analyst P.J. Jukevar wrote in a note to investors.

Jukevar said the firings were "swift and decisive, particularly in the context of Dow's conservative operating culture," while Frank Mitsch, an analyst at BB&T Capital Markets, called it "very shocking news."

"It's very surprising to say the least," Mitsch said. "Pedro has obviously been one of the most impressive figures at Dow for a number of years."

Shares of Dow Chemical jumped Monday after a British tabloid reported that a group of Middle Eastern investors and U.S. buyout firms was preparing a bid for the company, which makes and sells chemicals, plastics and farm products to customers in a range of industries. Dow Chemical reported that it earned $3.72 billion last year on sales of $49.1 billion.

The Sunday Express reported over the weekend that the group ? including private equity firm Kohlberg Kravis Roberts & Co. ? had secured financing for a $50 billion bid for the Midland-based company. Kohlberg Kravis Roberts has declined to comment on the report.

The newspaper first reported in January that several private equity firms were interested in Dow Chemical.

In a proxy statement filed last month, Dow Chemical said shareholders will vote on four proposals at the company's annual stockholder meeting scheduled for May 10. One is a board-supported proposal to drop a company requirement that an 80 percent "supermajority" of shareholders approve mergers, buyouts, removals of directors and other major moves, and require only a simple majority.

Huntley said the timing of the proposal is coincidental because the proxy statement was prepared well in advance of its release.

Dow Chemical's shares rose 91 cents on Thursday, or 2 percent, to close at $46 on the New York Stock Exchange. Shares have traded in a 52-week range of $33 to $47.60.

April 18, 2007 Dow

Libya's National Oil Corporation and The Dow Chemical Company Announce Joint Venture Plans To Expand Petrochemical Complex in Libya
The JV project represents Libya's commitment to developing downstream industry

National Oil Corporation of Libya (NOC) and The Dow Chemical Company (DOW) have announced plans to participate in a joint venture to operate and expand the Ras Lanuf petrochemical complex in Libya. 

The Country (Libya) recently embarked on a policy of attracting foreign expertise and investments which will lead to further reintegration into the global economy.  Dow is the first global chemical company to participate in such economic development of the Libyan petrochemical industry. 

The investment supports the Libyan government's economic policy in diversifying its domestic economy by expanding its downstream industries; including petrochemical and basic product manufacturing.  Enhancements at the Ras Lanuf petrochemical complex on the Mediterranean coast will position the joint venture for future growth as a world-class supplier of polyethylene and polypropylene. 

Through the joint venture, Dow will help upgrade and modernize existing assets to develop more high-skilled jobs in country and stimulate investments in associated industries by utilizing its technical capabilities. 

"We are very enthusiastic about the opportunity for Dow to participate in this project with NOC and work together to invest in this dynamic part of the world," said Andrew Liveris, chairman and CEO of Dow.  "This venture is consistent with Dow's strategy to grow its position in Basic Plastics and Chemicals through joint ventures. Our participation in the partnership with NOC at Ras Lanuf will benefit from an advantaged strategic location on the Mediterranean and competitive feedstock.  This activity also represents another example of Dow's commitment to the region."

Dr. Shukri Ghanem, Chairman of NOC, said, "We are delighted our companies are negotiating an agreement of this nature for the benefit of the Libyan economy.  The partnership will bring a respected global company and its expertise together with a proven National enterprise to upgrade and produce world grade products while enhancing the technical abilities of the Libyan workforce."

The joint venture agreement encompasses the Ras Lanuf site's existing naphtha cracker, two polyethylene production facilities and associated infrastructure. The project will include refurbishment and expansion of the existing units, followed by construction of an ethane cracker and additional polyethylene and polypropylene facilities.  Later phases will include construction of additional hydrocarbon, plastics and chemical production facilities based on natural gas.

The Ras Lanuf petrochemical complex is on the Mediterranean coast of Libya and was built in the 1980s.  More information about the complex is available at http://www.raslanuf.com/.  

About NOC
NOC was established in 1970 to implement the strategy of the Country's policy in upstream and downstream oil and gas activities.  NOC, through wholly and partially owned subsidiaries, runs a network of onshore/offshore oil, gas, and product facilities for domestic and export markets.  Presently NOC produces about 1.7 million bls/day of crude oil and about 2.7 TSCFD of raw gas.  NOC 5 petroleum refineries having a total refining capacity of 380,000 lbs/day of methanol, ammonia, urea plants, producing 2000 t/day, 2200 t/day and 2750 t/day respectively as well as petrochemical facilities at Ras Lanuf based on Naphtha cracking producing about 330 kt/year Ethylene, 170 kt/year Propylene, 130 kt/year mixed C4's and 325 kt/year Pyrolysis Gasoline.  Part of Ethylene is used to produce about 80 kt/year LLDPE and 80 kt/year of HDPE.  Also affiliated to NOC is a petroleum research center which carries out research and technical studies related to the oil industry and conducts technical analysis and tests for the various stages of exploration and production of oil and petroleum products to ensure quality control.

May 14, 2007　Dow 　　　　　FS実施

Shenhua Group and The Dow Chemical Company to Sign Co-operation Agreement on Coal-To-Chemicals Project
　Project represents win-win economic partnership between leading U.S. and China companies

The Shenhua Group (Shenhua) and The Dow Chemical Company (Dow) today will sign a cooperation agreement and announce plans for a detailed feasibility study, bringing the two parties one step closer to building a world-scale coal-to-chemicals complex in Shaanxi Province, People's Republic of China. 

"We are delighted to see the project moving to the next phase with a great partner like Shenhua, which is truly a global leader in coal mining," said Andrew Liveris, chairman and CEO of Dow. "This project aligns with Dow's strategy to invest in growth geographies like China, and will build Dow's competitive position to serve customers in Asia with locally produced products and solutions."

Chen Biting, chairman of Shenhua Group, said, "It is of great significance for the world to produce the oil substitute  converted from coal and it is the case for China in particular, The building of the world scale coal chemical plant jointly with Dow will make full use of the respective advantages of  the two companies. This project will form a commercially competitive industry, which will have a positive impact on the local economic growth." 

The project will use "clean coal" technologies that convert coal to methanol to produce ethylene and propylene, the building blocks to make various plastics and chemical products. The complex will include a chlor-alkali unit, enabling the production of products such as caustic soda, vinyl chloride monomer and chlorinated organics.  Other derivative products being planned for the complex include glycols, amines, solvents, surfactants, acrylic acid and derivatives and propylene derivatives.

The feasibility study will encompass environmental impact assessment, water supply, front-end loading engineering design, market and product mix, logistics and supply chain, and economic evaluation. The feasibility study is expected to take approximately two years. The two companies then will compile a project application report based on the completed positive feasibility study and submit that to the Chinese government for approval.

Benefits for China and U.S.

The agreement was signed just prior to the second U.S./China Strategic Economic Dialogue, which is to be held in Washington on May 22-23, 2007. The SED was established under the support of both President George W. Bush and President Hu Jintao in 2006 as a further commitment to strengthen cooperation and positive relations between the U.S. and Chinese economies.  

The Dow-Shenhua project is a tangible demonstration of closer economic co-operation and interdependence between China and the U.S. The project will establish substantial benefits to citizens of both nations.

The project echoes the Chinese government's national strategy of "Going West" by making a significant contribution to the regional economy and creating high quality jobs in Shaanxi Province.  Workers and communities there will benefit from a safe, high-standard production facility as Dow will bring its advanced know-how in environmental protection, worker safety, and energy efficiency to the joint venture.  The success of this project will prove a new and viable way for China to produce chemical products from its indigenous coal and salt resources, which will help China reduce its reliance on imported oil and maintain sustainable economic growth.  

Stakeholders in the U.S. will also benefit from the project.  With Dow's participation as a direct contributor to the fast-growing market of China, the U.S.-based company can remain globally competitive and profitable, better positioned to maintain its U.S. job base and provide solid financial returns to shareholders.  U.S. workers will contribute directly to the project, providing expertise and services to establish this world-scale facility.

About Shenhua Group

Shenhua Group Corporation Limited is a wholly state-owned enterprise, incorporated in October 1995 approved by the State Council in accordance with the modern enterprise system. It is the sole large-scale energy company in China, with integrated businesses ranging from coal, power, railway, port to coal liquefaction. For over a decade since its establishment, it has adhered to a new road of industrialization and has achieved rapid and sustainable development. For the past five consecutive years, its contribution to the national economy ranks the top in the Chinese coal industry. On June 15, 2005, China Shenhua Energy Company Limited, majority-owned by Shenhua Group, was successfully listed on Hong Kong Stock Exchange, becoming the largest IPO among all listed coal companies globally. Shenhua currently has 29 wholly owned and majority-owned subsidiaries with 148,000 employees. By the year 2010, Shenhua's coal production, installed capacity of the power plants, transportation capacity, port handling capacity, coal liquids & chemicals production will reach 300 million tons, 30,000 MW, 200 million tons, 140 million tons and 4 million tons respectively.

About Dow

Dow is a diversified chemical company that harnesses the power of innovation, science and technology to constantly improve what is essential to human progress. The Company offers a broad range of products and services to customers in more than 175 countries, helping them to provide everything from fresh water, food and pharmaceuticals to paints, packaging and personal care products. Built on a commitment to its principles of sustainability, Dow has annual sales of $49 billion and employs 43,000 people worldwide. References to "Dow" or the "Company" mean The Dow Chemical Company and its consolidated subsidiaries unless otherwise expressly noted.

2006/8/23 中国でのダウの活動

May 25, 2007 NYT

Investigation Is Said to Open on Dow Chemical

The Securities and Exchange Commission has begun an inquiry into whether two senior executives at Dow Chemical secretly tried to put the company into play as well as into the unusual trading in its stock that may have resulted, according to people briefed on the matter.

Dow fired a senior executive and a board member last month, accusing the two men of engaging in unauthorized buyout talks. Shares of Dow had spiked on a number of occasions in the months before the dismissals on speculation about a deal, stoked by news reports that a buyout was in the works and possibly by leaks about talks the former executives were accused of holding.

But the inquiry, still in the informal stage, may also look at a deal that the company actually pursued. Last fall, Dow made an overture to acquire DuPont in a deal worth more than $40 billion, according to people involved in the talks. If the approach had ultimately led to a deal, it would have combined the largest and third-largest chemical companies in the United States. ExxonMobil is No. 2.

Shares of Dow and DuPont traded somewhat erratically at the time, though neither company disclosed the approach. From September to December, shares of DuPont climbed 15 percent.

DuPont rebuffed Dow's advances and never engaged in negotiations, these people said. Dow's chief executive, Andrew N. Liveris, sits on the board of Citigroup with Alain J. P. Belda, the chief executive of Alcoa, who at the time of the overture was also a director of DuPont; Mr. Belda stepped down from DuPont's board in March.

Dow declined to comment. A DuPont spokeswoman did not return a call last night seeking comment.

In recent months, Mr. Liveris has denied that the company has held buyout talks.

Dow said that all of the speculation about a deal was the result of two senior officials, Romeo Kreinberg and J. Pedro Reinhard, who, the company contended, held "multiple meetings in multiple months in multiple locations," and "with a number of different parties" about such a takeover.

JPMorgan Chase, one of Dow's longtime banks, had been working on an unauthorized takeover proposal of Dow and had talked to the two men at least once.

Mr. Kreinberg and Mr. Reinhard have denied being involved in a plot to take over the company and have sued Dow, contending that they were defamed.

The S.E.C. has sought information from Dow, Mr. Kreinberg and Mr. Reinhard, people briefed on the inquiry said.

It is unclear whether the S.E.C. plans to pursue civil actions against either Mr. Kreinberg or Mr. Reinhard. Nor is it clear whether the S.E.C. has identified any investors that may have improperly traded on information related to the possibility of a buyout of Dow.

The S.E.C. is also seeking other information from JPMorgan Chase about the work the bank had done on the takeover proposal and the people and companies it had held discussions with, these people said.

According to Dow's lawsuit against the two men, JPMorgan Chase, which in the suit is referred to only as "a major international financial institution," had been working for a client in the Middle East.

JPMorgan had also reached out to several of the largest private equity firms in the nation to inquire about their interest in a buyout of Dow, people briefed on the matter said.

Spokesmen for Dow, JPMorgan, Mr. Kreinberg and Mr. Reinhard all declined to comment on the inquiry. A spokesman for the S.E.C. also declined to comment.

The inquiries, and the dueling lawsuits between the company and the two men, are likely to turn on information provided by JPMorgan and its chief executive, James Dimon.

Mr. Dimon had told Mr. Liveris that his firm was involved with Mr. Kreinberg and Mr. Reinhard on a buyout of the company, according to Dow's suit. The conversation between Mr. Dimon and Mr. Liveris was the basis for the firings of the men, Dow said.

Still, other people and documents have suggested that Mr. Liveris had been seeking to oust Mr. Kreinberg before his dismissal and had several skirmishes with Mr. Reinhard. Both men had once been considered potential chief executives of Dow.

June 1, 2007　Reuters

Dow's CEO declines comment on BASF, seeks growth elsewhere

Andrew Liveris, chief executive of Dow Chemical Co., declined on Friday to comment on recent rumors Dow is interested in buying BASF AG , while adding the deals that interest him are the ones that fit gaps the company has identified.

"We'll never comment on a rumor like that, but I will say that between Dow and BASF you are looking at two of the world's leading chemical companies and reality has to set in on do-ability," Liveris said in an interview with Reuters Television.

"The barriers to doing deals like that are not just financial."

BASF shares rose on Thursday with traders citing renewed market chatter that Dow, the largest U.S. chemical maker, was bidding for its German rival.

But Liveris said he would like to grow the company's water solutions and coatings businesses.

"I want to have a water business that is $2 (billion) or $3 billion within two or three years. I want a coatings business or a buildings solutions business that is equally as big in two or three years," Liveris said. "These are the areas where we are going to go hunting."

Dow's water solutions business, which makes products focusing on contaminant removal, has annual revenue of around $400 million.

Liveris also said Dow plans to increase revenue from its health and nutrition business, which makes products such as Natreon oils that are virtually free of trans fats and saturated fats.

Liveris also declined to comment on the U.S. Securities and Exchange investigation into whether there was any unusual trading in Dow's shares earlier this year.

"I cannot comment on the SEC probe one way or the other. It has been written about in the press. Others have mentioned it. I have never mentioned it," Liveris said.

The inquiry by the U.S. securities regulator, which is still in the informal stage, centers on Dow's firings of two senior officials, who were accused by the company of having engaged in unauthorized talks to sell the company.

日本経済新聞　2007/6/5

ダウ・ケミカルCEOに聞く　M&A、規模より技術志向　「川下」で投資機会探る

　世界の素材産業がM&Aブームに沸いている。業界再編圧力は名門企業にも強くかかる。米化学最大手ダウ・ケミカルは先端技術分野などでM&Aを狙い続ける一方、「身売り騒動」に直面している。アンドリュー・リバリス会長兼最高経営責任者(CEO)に聞いた。

ー　資源高が続き、経営環境は厳しい。
　「原燃料コストは２００２年から昨年までに３倍近く膨らんだ。需要家の値下げ圧力も強い。サウジアラビアの国営石油会社サウジアラムコと世界最大規模の化学プラントを建設するのは、安い原燃料がある地域で基礎化学品の製造段階からコストを抑えるためだ。米シェブロンが出資する化学メーカーと一部事業の統合も決めた。合弁や提携でコストを下げようとしている」

ー　大型M&Aは魅力的ではないか。
　「ダウは主要製品が３千。独BASF、米デュポンとの合計でも市場シェアは７、８%しかない。それでは規模の利益を得にくい」

ー　昨秋にデュポンに買収提案したとの報道が流れているが。
　「それらは観測だ。ダウは以前、買収攻勢をかけた直後、米同時テロの影響や景気低迷に見舞われたことがある。我々はどんな買収も急がない」
　「米ゼネラル・エレクトリック(GE)などの(M&Aの)成功企業は多くの投資案件を継続的に評価し、３カ月に２、３件決めている。ダウはかつて『一度に食べ過ぎるか、何も食べないか』だったが、今は合弁も含め大小約６０の案件を検討し続けるようになった。現在は川下分野で投資機会を探っている。先端分野で技術力を持つ会社などに関心がある」

ー　身売り交渉を独断で進めたとして解雇した元役員２人と訴訟合戦が起きた。
　「彼らは会社を非上場化し、バラ売りしようとしていた。『なぜ(身売りの)うわさがあるのか』と皆で話し合っている部屋に一緒にいたのに……。会社を売るより、現在の経営戦略を続けた方が長期的な株主価値を生み出せると思う」

July 02, 2007 Dow

Dow Unveils Dow Wolff Cellulosics, a $1 Billion Specialty Business
Wolff Acquisition Creates World-class Team to Deliver Expanded Portfolio, Increased Application Expertise and Innovations Across Market Segments

Underscoring its transformational growth strategy, The Dow Chemical Company today unveiled the creation of a new specialty business unit operating under the name of Dow Wolff Cellulosics. It encompasses all activities and interests of what were previously Wolff Walsrode AG and The Dow Chemical Company's Water Soluble Polymers business. The newly combined business will encompass cellulosics and related chemistries, providing application formulation expertise and other technical services to a broad range of strategic industry sectors, including construction, paint, personal care, pharmaceuticals, food and a number of specialty industrial applications.

The creation of Dow Wolff Cellulosics establishes a solid platform for sustainable business growth based on renewable raw materials; global manufacturing capabilities; a modern asset base; innovative R&D; specialized market channels; and most importantly, expert people with in-depth application know-how. Together these elements will generate a wealth of new opportunities for customers, as they benefit from leading-edge application and processing technologies, and gain access to an even broader range of customizable products and solutions around the world.

"The creation of Dow Wolff Cellulosics is a carefully planned move to combine know-how, experience and best practice, and create something truly new that is greater than the sum of its parts," stated Martin Sonntag, general manager of Dow Wolff Cellulosics. "We are a new industry leader built on the foundation of two great companies, blending the best traits of our previous entities to create a business with its own identity, culture and capabilities ? the future of cellulosics is in our hands."

A Core Business Built on Cellulosics, Application Know-how and Market Knowledge
Dow Wolff Cellulosics will be organized to operate around a market-aligned, customer-intimate business model. Dow Wolff Cellulosics produces and delivers leading products to markets with extremely demanding requirements. The business sells high-performance cellulosics (methylcellulose, hydroxypropyl methylcellulose, hydroxyethyl methylcellulose, carboxymethyl cellulose, ethylcellulose, hydroxyethyl cellulose and nitrocellulose), as well as companion chemistries (polyethylene oxide, redispersible latex powders and cationic polymers) used in formulations across a broad variety of target applications. The new, combined business has a proven track record of success in regulated applications across market segments such as food, personal care and pharmaceuticals, and is also renowned for its application leadership in construction materials, paint, and other specialty industrial applications.
"With customer-centric behavior in our DNA, we anticipate the very specific needs of our target market segments and their applications. Our innovation pipelines are driven towards matching evolving market requirements with a focus on solutions so that our products and expertise continue to enable performance and label claims of end-use products being used everyday worldwide," added Sonntag.

The business is advancing the competency of cellulosics to the core of its strategy ? although its activities are not confined only to cellulosics. "It is exciting to be part of a growing business with such strategic importance to its parent Company," said Dr. Dieter Herzog, global asset director for Dow Wolff Cellulosics. "Cellulosics is our core business, but not our boundary."

As part of the acquisition of Wolff Walsrode, the new Dow Wolff Cellulosics business will also own and operate the Industrial Park Walsrode in Bomlitz, Germany, which is home to a number of external partner activities and subsidiaries also assumed by the business. These activities include Probis (engineering and technical services), CaseTech (high quality synthetic casings for modern sausage production and meat processing expertise) and AFP (human resources management and vocational training).

New Combined Leadership Team to Achieve Best of Both Worlds
The best-of-both-worlds business strategy for Dow Wolff Cellulosics will be led by a new business management team driving to combine the best elements of their two previous businesses in terms of customer focus, technologies, processes and people.

"The powerful combination of broad cellulosics expertise and the advanced application know-how we are unlocking will allow Dow Wolff Cellulosics to deliver amazing breakthroughs," said Peter Davies, business group president, Designed Polymers and Latex of The Dow Chemical Company. "Our leaders bring decades of expertise in advanced cellulosics and related chemistries and have been carefully chosen and handpicked from across Dow and Wolff to bring their industry knowledge, business development skills and leadership capabilities to drive success. All our stakeholders are depending on this high-caliber team."

JULY 03, 2007 economictimes.indiatimes.com

Dow Chem plans India plant, ties up with GACL

The $ 49-billion Dow Chemicals, the world's second-largest chemical manufacturer, has signed an agreement with Gujarat Alkalies and Chemicals (GACL), a Gujarat government company, to set up a chemicals plant in the state.

Confirming the development, a Gujarat government source told ET, "This new chemical plant is proposed to be set up in a 50:50 JV between GACL and Dow. GACL is already leader in manufacturing caustic chlorine with a basket of 26 diversified products." He refused to divulge any information on the investment and size of the proposed plant.

GACL, with annual sales of Rs 1,000 crore, said in a notification to the stock exchanges on Monday the company and Dow Europe have signed a memorandum of understanding (MoU) for exploring a long-term and strategic business relationship in the area of chlorinated organics based on the inherent strength of both the companies.

Dow's move comes at a time when the issue of compensation to the victims of the 1984 Bhopal gas tragedy continues to simmer. India has clarified that Dow Chemicals' investments in the country will not be affected as a result of the Bhopal gas tragedy even as the government would like to see the court processes resolved and the issue addressed.

Addressing a press conference in Washington last week, commerce minister Kamal Nath had said, while referring to the Bhopal gas tragedy, "The tragedy was at Union Carbide and Dow by integration inherited (it). So, Dow's investments are not affected by that. Of course, with the court cases, the court procedures will continue. But we like to see this resolved and see that this chapter is put behind us." Shares of GACL rose 5.75% to Rs 152.60 on Monday.

GACL and Dow are also exploring opportunities for product sharing and marketing. Dow is present in 175 countries and GACL exports its products to the US, Europe, Australia, Africa, Far and Middle East countries, China and South Asian markets. "Both Dow and GACL have a lot of synergies. We will benefit from Dow's proven technologies and presence in the globe," says Guruprasad Mohapatra, managing director GACL.

Dow is the world's largest supplier of chlorinated organic products and services. These products include chlorinated solvents and chlorinated intermediates. They are used in aerosol products, chemical processing, coatings and adhesives, dry cleaning, fluorocarbons production, metal cleaning and degreasing, methyl cellulose, paint formulation and stripping, pharmaceuticals manufacturing, quaternary ammonium compounds, silicone production and urethane foam blowing.

"Dow has been looking at India for quite some time. This is just tip of the iceberg and I won't be surprised if Dow announces something major in the petrochemicals space soon. The protests by activists and NGOs on the Bhopal gas tragedy is an area of concern," said an analyst with an international brokerage. "India will be the next investment destination for Dow after Saudi Arabia, China, and Thailand. Dow is shifting its focus to Asia for low cost of raw materials and feed stock. This is in line with Dow's strategy to grow with joint ventures," he added. Dow is also likely to set up a mega JV with Reliance Industries in the petrochemicals space.

Maharasthra chief minister Vilasrao Deshmukh is likely to meet Dow officials on Monday for seeking investments in Maharashtra.

---

AFX News Limited 2007/7/3

Dow Chemical plans India plant; ties up with India's GACL - report

Dow Chemical Co's European unit has signed a joint venture agreement with India's Gujarat Alkalies and Chemicals Ltd to manufacture chlorine-based products at the latter's Dahej project site in the western state of Gujarat, local dailies Business Standard and The Economic Times reported.

A government source refused to divulge any information on the investment and size of the proposed plant, The Economic Times said.

'Both Dow and GACL have a lot of synergies. We will benefit from Dow's proven technologies and presence in the globe,' GACL's managing director Guruprasad Mohapatra said.

The companies are working on the modalities of the 50-50 joint venture, which is expected to sell products in India and overseas. Dow will provide the technology for the joint venture.

GACL and Dow are also exploring opportunities for product sharing and marketing, the paper said.

July 19, 2007 Dow

Dow and Crystalsev Announce Plans to Make Polyethylene from Sugar Cane in Brazil
Renewable Resource Used in Production Process Will Significantly Reduce Carbon Footprint

The Dow Chemical Company, the world's largest producer of polyethylene, and Crystalsev, one of Brazil's largest ethanol players have announced plans for a world-scale facility to manufacture polyethylene from sugar cane.

Under the terms of a memorandum of understanding agreed by the two companies, Dow and Crystalsev will form a joint venture in Brazil to design and build the first integrated facility of its scale in the world. It is expected to start production in 2011 and will have a capacity of 350,000 metric tons. The venture will combine Dow's leading position in polyethylene with Crystalsev's know-how and experience in ethanol to meet the needs of Dow's customers in Brazil and what will likely be international interest.

"We are excited to partner with a great company like Crystalsev to build the first world-scale polyethylene facility that will use a renewable feedstock," said Andrew Liveris, chairman and CEO of Dow. "This project is a prime example of how Dow's innovation and industry leadership are creating outstanding opportunities to drive forward our strategic growth agenda in a way that fully supports our 2015 Sustainability Goals commitments."

The new facility will use ethanol derived from sugar cane, an annually renewable resource, to produce ethylene - the raw material required to make polyethylene, the world's most widely-used plastic. Ethylene is traditionally produced using either naphtha or natural gas liquids, both of which are petroleum products. It is estimated that the new process will produce significantly less CO2 compared to the traditional polyethylene manufacturing process.

"This joint venture will provide Crystalsev with an excellent opportunity to diversify its businesses through the development of value-added products made from ethanol as part of an environmentally sustainable project," said Rui Lacerda Ferraz, president of Crystalsev. "This project will bring the optimization of synergies and the creation of new and professional growth opportunities. For such an important enterprise, we could not have found a better partner than Dow, the global leader in the polyethylene market and a company that works with state-of-the-art technology."

The companies have already begun conducting a feasibility study to assess various aspects of the project, including engineering design, location, infrastructure needs, supply chain logistics, energy and economics. The study, which is expected to take one year, will also look at the possibility of receiving approval for the project and the process as a Clean Development Mechanism (CDM). The CDM was developed by the United Nations to help companies manage their carbon credits from emerging market projects.

The areas being considered as potential sites for the new facility are currently being used for low-density cattle grazing and are not near any rain forests. Both companies have underscored their commitment to ensuring that the plant is located in a sustainable environment.

The new facility will use Dow's proprietary Solution technology to manufacture DOWLEXT polyethylene resins - the world's leading linear low density polyethylene, which combines toughness and puncture resistance with high performance and processability. The material offers significant advantages in a range of different applications, including pipes, films, membranes, and food and specialty packaging.

At a molecular level, the joint venture's product will be identical to the DOWLEXT polyethylene resins manufactured at other Dow facilities. The advantage of this material versus most renewable resource-based plastics is that customers will be using a drop-in replacement made with a renewable resource not a different polymer altogether. Also, like the traditional PE product, the sugar cane-based polyethylene would be fully recyclable using existing infrastructure.

Polyethylene is the most widely used of all plastics and can be found in all manner of everyday products, from food packaging, milk jugs and plastic containers to pipes and liners.

2007/7/30 Dow/Solvay

Dow and Solvay Form Joint Venture to Build Hydrogen Peroxide Plant in Thailand;
　　Dow and BASF Continue to Pursue Plans for Thailand HPPO Plant

The Dow Chemical Company and Solvay S.A. announced today an agreement to create a joint venture for the construction of a hydrogen peroxide (HP) plant in Thailand. Scheduled to be operational in 2010, the new HP plant will serve as a raw material source for the manufacture of propylene oxide (PO). The HP plant will be the largest in the world, with a capacity of over 330 kilotons per annum (KTA) of hydrogen peroxide at 100% concentration. The hydrogen peroxide supplying the process is based on Solvay's proprietary, high-yield hydrogen peroxide technology.

In addition, Dow and BASF Aktiengesellschaft are advancing negotiations for the construction of a world-scale, 390 KTA propylene oxide (PO) manufacturing facility in Map Ta Phut, Thailand. The new plant would use the innovative hydrogen peroxide to propylene oxide (HPPO) technology jointly developed by Dow and BASF. "This project would expand our successful cooperation with Dow and Solvay to deploy this innovative HPPO technology in Asia," said Jacques Delmoitiez, president of BASF's Polyurethanes division.

The Dow and BASF Thailand facility would be the second world-scale plant to use HPPO technology. The first, a 300 KTA Dow and BASF HPPO plant, also supplied by an HP plant based on Solvay's high yield technology, is currently under construction in Antwerp, Belgium, and is scheduled for start-up in early 2008. Propylene oxide is used to produce propylene glycol, polyurethanes and glycol ethers.

"Thailand is an attractive location for an HPPO investment due to its fertile business climate and easy access to the entire Asia-Pacific region," said Pat Dawson, president of Dow Polyurethanes. "This new facility will further support Dow's growth plans for our downstream performance businesses in the region such as Dow Polyurethanes and is yet another example of our commitment to meeting the needs of our customers through establishing joint ventures with strategic partners, using an asset-light investment approach. In addition, the fact that HPPO technology offers environmental benefits such as reduced wastewater and increased energy efficiency underscores Dow's commitment to sustainability, as outlined in our 2015 Sustainability Goals."

Propylene for the proposed HPPO facility in Thailand would be supplied from the liquids cracker that Dow announced it was building jointly with The Siam Cement Group (SCG) in Thailand in October of 2006. The liquids cracker facility is expected be fully operational in 2010.
　　　　2006/10/24　ダウ、アジア進出を促進　

"The hydrogen peroxide plant will implement the latest developments of Solvay's unique high yield technology," said Eric Mignonat, general manager for Hydrogen Peroxide at Solvay. "Solvay has been active in the Asian hydrogen peroxide market since 1988 through its Thai affiliate, Peroxythai, a leading supplier of peroxygen chemicals in Asia with the majority of its sales outside Thailand. A significant share of the capacity of the new plant will be available to support further development of Solvay's Hydrogen Peroxide business within this fast growing region."

2007/8/3 bbj (Hungary)

Dow Chemical seeking partner to build plant in Russia

Dow Chemical, the world's second largest chemicals company, is looking for a partner to build its own petrochemicals plant in Russia, the head of the company's Russia and CIS division, Andrian van den Berge told Interfax.

The plant will be built if the company finds a suitable partner, and given the time, opportunity and favorable economic conditions for investment on this scale, he said, adding that he would like to see the project happen as soon as possible. He named Gazprom as a potential partner for construction of the plant. Gazprom is the leading gas producer, while Dow Chemical is the leading processor, so they could form a successful alliance in the energy sector, he said, adding that negotiations are already underway with the Russian gas giant.

Russia now produces less ethylene than Dow Chemical produces at a single plant, he said. Dow Chemical's turnover in Russia and the CIS totaled $530 million last year. The company has been growing by more than 30% in Russia, and it expects revenue to also increase 30% in 2007.

September 10, 2007 Dow

Dow Polyurethanes to Increase Specialty Polyols Capability in Freeport, Texas
Investment solidifies commitment to North American polyurethanes industry

Dow Polyurethanes, a business group of The Dow Chemical Company, announced today it will add 130 million pounds or approximately 59 kilotons per annum (KTA) of specialty mix polyols capability at its manufacturing facility in Freeport, Texas.  Scheduled to come on stream in early 2009, the additional capability will support growing demand for end-use polyurethanes products and polyurethane systems formulations in North America. 

"We're seeing solid growth in all aspects of our business, but are particularly encouraged by growing customer interest in our low-amine emissions VORANOL VORACTIV polyols, as well as customized systems formulations that offer specific performance benefits in key applications," said Doug Warner, business director for Dow Polyols, a business unit within Dow Polyurethanes.  "The additional polyols capability Dow is investing in at our Freeport facility is further assurance for our North American customers that they can focus on innovating and growing in downstream markets while working with Dow as a reliable supplier they have come to depend on."

According to the North American Free Trade Agreement, polyols consumption in North America is estimated at 2.9 billion pounds, with an annual growth rate comparable to Gross Domestic Products (GDP). Growth is driven primarily by demand in automotive, coatings, adhesives, sealants and elastomers (CASE), specialty foams for the furniture and bedding industries as well as appliance applications.

Dow continues to strengthen its position as a leading supplier of polyols and polyurethane products throughout North America.  In early 2007, Dow announced its plans to expand MDI production in Freeport by 50 percent over the next three years.  Expected to be completed in 2009, the expansion will bring an additional 250 million pounds of MDI production name-plate capacity to the Company's world-class facility, which came on stream in 2005.

2007/10/17 financialnews-us.com

Dow Chemical sues JP Morgan as 'Judas'

A former Dow Chemical executive has alleged that JP Morgan, one of the top banks in private equity deals, secretly planned a leveraged buyout of his company and then blamed him for it.

Romeo Kreinberg, a former officer of Dow Chemical’s executive leadership committee, filed the lawsuit in the Eastern District of Michigan on Friday in a matter that has raged for over 10 months. The complaint is Kreinberg's retort to Dow Chemical’s suit earlier this year alleging that he held “unauthorized discussions” with JP Morgan bankers about a takeover of the company, behind the back of CEO Andrew Liveris.

A JP Morgan spokesman said: “These claims are legally and factually unfounded and we are confident they will be dismissed.”

Kreinberg's complaint alleged that JP Morgan started working with Omani and Kuwaiti investors on a buyout of Dow Chemical as far back as late 2006, then when rumors leaked into the marketplace in 2007 and Liveris became angry, the bank turned around and blamed Kreinberg for working on a buyout.

Kreinberg said he was not involved in a bid. Instead, he said, JP Morgan bankers ambushed him in a meeting about a Dow Chemical joint venture in Oman. According to the complaint, “JP Morgan sought a meeting with Dow managers (but not Liveris) so that the bank could ascertain whether there existed sufficient support to carry a bid for Dow.” According to the complaint, Kreinberg did not reveal any confidential information, and told the bankers that Dow Chemical would “circle the wagons,” or shut itself off from suitors, if there were a bid.

There were three rounds of rumors about a Dow Chemical buyout this year: in early January; late February; and again in early April. Liveris denied the rumors, which he said were disruptive to his business, and launched an investigation into their source.

Kreinberg alleged that JP Morgan turned “Judas” after an April 9 dinner meeting between Dimon, JP Morgan banker Christopher Iannaconne, and Dow Chemical chief financial officer Geoffrey Merszei. At the dinner, Liveris allegedly said he was out for “scalps” and encouraged the bankers’ help in implicating Kreinberg in the takeover. Kreinberg and Liveris had a rocky relationship in the months before that, press reports said.

According to the complaint, in April, Dimon talked to Dow Chemical and Wachtell Lipton Rosen & Katz partner John Savarese to finger Kreinberg and Reinhard as the driving force behind the takeover and the attendant rumors. Liveris fired Kreinberg and Reinhard within 12 hours of Dimon’s comments to the lawyers on April 10.

In the lawsuit, Kreinberg said that if he is held responsible for any damage to Dow Chemical, then JP Morgan should be as well.

JP Morgan, which has one of the top-ranked financial sponsor advisory businesses among its rivals, is expected to announce large writedowns for hung loans in its profits report tomorrow.

　　　−−−

October 17, 2007 New York Times

Fired Dow Chemical Officer Sues JPMorgan

JPMorgan Chase has been pulled deeper into the legal morass surrounding this year's secret talks to buy out Dow Chemical.

In the latest twist, a former Dow executive has sued JPMorgan, contending that the bank deceived Dow, a longtime client, by not disclosing its role in the unauthorized buyout discussions - even as Dow hunted for the source of repeated speculation about the talks.

The complaint was filed Friday in a federal district court in Michigan by Romeo Kreinberg, a former executive vice president whom Dow fired in April after learning of his possible involvement in the negotiations.

Peppered with redacted sections, the suit describes JPMorgan as a "Judas" that after being discovered operating behind Dow's back, agreed to implicate Mr. Kreinberg (whose relationship with Dow's chief executive Andrew N. Liveris was rocky) in hopes of redeeming itself.

Dow, the largest chemical company in the United States, has already sued Mr. Kreinberg and its former adviser and director, J. Pedro Reinhard, for damages. Both were dismissed after JPMorgan's chief executive, James Dimon, told Mr. Liveris that the two men took part in the unauthorized sales talks.

In the suit, Mr. Kreinberg contends that JPMorgan "should be held accountable for its share of harm caused to the company." Elsewhere in the suit, he said that "if Dow genuinely seeks to avenge a purported wrong, the bank should be a welcome addition to the case."

A spokesman for JPMorgan said Tuesday that Mr. Kreinberg's claims were "legally and factually unfounded."

"We are confident they will be dismissed," the spokesman said.

A lawyer for Mr. Kreinberg, Stanley Arkin, said "I have no comment for the moment."

Mr. Kreinberg's role in the talks is in dispute. He says that he had one brief conversation with JPMorgan's bankers about a possible buyout. Dow says that Mr. Kreinberg not only took part in the talks but did not tell Dow about them when asked.

Sometime in late 2006, JPMorgan - without telling Mr. Liveris - contacted investors, including the government of Oman, to explore a possible deal for Dow. Reports about the talks kept appearing in the media, prompting Mr. Liveris to begin a search for the source.

When it emerged that JPMorgan was the adviser behind the rumored talks, Mr. Liveris confronted the bank.

What followed was a dinner on April 9 in Midland, Mich., where Dow is based.

Mr. Kreinberg's complaint said that during the dinner, Mr. Liveris made it clear that Dow and he personally were "out for 'scalps,'" and that "the bank could curry favor by helping him implicate Kreinberg." 　　機嫌を取る

Within a few days, Mr. Kreinberg and Mr. Reinhard were fired.

October 20, 2007 canplastics.com

Dow moves closer to shuttering Sarnia site

Dow Chemical Canada Inc. took another step towards shutting down its Sarnia, Ont. facility this week when representatives presented a closure plan to community representatives with the assurance that environmental and property ownership responsibilities would be met during the process.

Dow will proceed with its closure plan of the 322-acre industrial site with completion in the spring of 2011. By that time, according to Dow, all employees will have left the site, equipment and buildings will have been removed, and the site will be in an environmentally secure state. At present, three of the site’s four manufacturing units have been shut down and are in various stages of decommissioning as they are readied for demolition, which will begin next year. The remaining facility on the site, Dow’s Propylene Oxide Derivatives unit, will close in April 2009.

Approximately 75 percent of the site’s original 340 employees will be eligible for retirement at the end of their tenure, according to Don Fysh, the site’s director of operations. Close to 15 percent of employees will be re-deployed within Dow, while those remaining continue to look for jobs, undergo further training, or are still working at the site.

“During the past year, we have provided a variety of individualized services, ranging from financial planning to career counselling and resume preparation, to assist our employees as they make decisions about their futures,” Fysh said. “In many cases, we have been able to extend their length of employment to reach employment milestones.”

2007/10/23 AFP 　　　　　　Carbide legacy fouls Dow's buiness deal with Indian Oil Corporation　　

India, Dow Chemical may settle Bhopal gas disaster claims: report

India could reach an out-of-court settlement with US giant Dow Chemical to clean up the Bhopal gas disaster site and end liability claims after more than two decades, a report said Monday.

India's law ministry said the move would clear "legal hurdles" to future Dow Chemical investments in India by setting up a fund to clean up thousands of tonnes of contaminated soil along with other measures to resolve long-running lawsuits linked to the disaster, the Hindustan Times newspaper reported.

The government was prompted by Indian industrial conglomerate the Tata Group to pursue a settlement, and Dow Chemical's chief executive wrote to Prime Minister Manmohan Singh earlier this year on the issue, the newspaper said.

The law ministry was not immediately available to comment on the report.

Thousands of people were killed on December 3, 1984 when a then Union Carbide plant at Bhopal in central India disgorged 40 tonnes of lethal methyl isocyanate gas in one of the world's worst environmental disasters.

Dow Chemical, which took over Union Carbide in 2001, has long insisted that all liabilities regarding the disaster were settled when Union Carbide concluded a 470-million-dollar compensation settlement with New Delhi in 1989.

But local and federal court cases in India have challenged that view with lawsuits calling for more compensation for survivors and liability claims for ongoing health problems linked to the disaster.

Social activist Sandeep Pandey, who is associated with the gas tragedy victims, told the newspaper that his supporters would oppose any move to settle with Dow Chemical.

"Allowing Dow Chemical in India without paying the liabilities is a crime," Pandey told the newspaper.

Compensation payments to survivors as well as medical attention have been delayed because of bureaucracy and lawsuits since the settlement.

According to the Indian government, at least 15,000 people have died from illness resulting from the disaster while Amnesty International said resulting illnesses had claimed 22,000 to 25,000 lives.

Local victims' rights activists put the figure as high as 30,000.

November 06, 2007 Dow

Dow Announces Plans to Suspend Production at Union Carbide Polypropylene Manufacturing Facility in Louisiana

The Dow Chemical Company (TDCC) today announced that Union Carbide Corporation (UCC), a wholly-owned subsidiary of TDCC, will suspend production at its polypropylene manufacturing facility at St. Charles Operations in Hahnville, Louisiana, in anticipation of an expected decision to shut down the facility by year end.

“The closing of the St. Charles Operations polypropylene plant is a difficult decision, but due to a number of factors, including the inability to secure a source of economically sustainable propylene, the use of older technologies at the plant and needed capital improvements to maintain operations to Dow standards, it will be unavoidable,” said Julie McAlindon, Dow Polypropylene Global Business Director.

The planned shutdown of the facility will impact approximately 60 employees. It is expected that a large majority of those employees will be redeployed to other roles at St. Charles Operations.

Dow has begun its communication with suppliers and customers to facilitate the shutting down of the plant within the specified timetable. Dow will fulfill contractual obligations appropriately, but may not be able to maintain the current level of supply to all customers.

The St. Charles site was part of the transaction in which TDCC acquired UCC in 2001. The polypropylene plant has a capacity of 500/MM lbs.

Polypropylene is used in a wide range of applications, including films, health and hygiene, rigid and flexible packaging, automotive and consumer durables.

November 12, 2007 Dow

Dow to Exit Hydroxyalkyl Acrylates Market

The Dow Chemical Company (“Dow”) announced today its intent to stop producing and marketing hydroxyalkyl acrylates (HAA) by the end of 2007.

The HAA product line includes hydroxyethyl acrylate (HEA) and hydroxypropyl acrylate (HPA). These products are sold largely to major coatings formulators for use in automotive topcoat applications.

“Dow’s competitiveness in the HAA market has deteriorated significantly as a result of high raw material costs, industry overcapacity and declining demand with a shift to low acid HAA products,” explained Chris Kok, global HAA product manager. “Moreover, after carefully reviewing our options, we believe that we can generate more value by directing our resources and capital towards other promising growth initiatives that better fit with Dow’s emphasis on more innovative products and market-facing businesses. Our priority now is to ensure a seamless transition for our loyal customers and take whatever reasonable steps we can to minimize disruption for them.”

Dow will work closely with customers to manage last-time orders, which must be in by December 12, 2007, with delivery no later than November 12, 2008.

This decision has no impact on Dow’s standing as a leading acrylic acid and acrylic ester producer. Dow manages those products independently from the HAA line.

November 13, 2007　Dow

Dow Polyurethanes Continues Growth in Asia Pacific
　Dow to Acquire Remaining Joint Venture Shares of Pacific Plastics (Thailand) Ltd.

Dow Polyurethanes, a business group of The Dow Chemical Company (Dow), announced today that Dow will acquire the remaining shares of Pacific Plastics (Thailand) Limited (PPTL). A joint venture between Dow, Siam Cement Group (SCG) and two other minority partners, PPTL represents ownership of the polyols and polyurethane systems facility located in Map Ta Phut, Thailand. Dow is acquiring the remaining 51 percent ownership in the joint venture directly for an undisclosed sum. Once the transaction is completed, the polyols and polyurethane systems facility will be wholly owned by Dow.

“In line with Dow’s strategy of investing in its downstream Performance businesses, Dow Polyurethanes has been expanding globally through acquisitions and geographic expansions,” said Pat Dawson, president of Dow Polyurethanes. “This action exemplifies our commitment to the Asia Pacific region. The Dow-owned polyols and polyurethane systems facility at Map Ta Phut will enable Dow to accelerate the growth of our Polyols and PU Systems businesses’ capabilities at the site to better supply customers throughout Asia with the quality and service that help them succeed in their industries.”

The acquisition is consistent with Dow's commitment to continually assess the Company’s joint ventures to ensure they support the overall business strategy. Dow has a long-standing successful business relationship with SCG. The two companies signed their first joint venture agreement in 1987, and have since formed a total of five joint venture companies, producing polyols, synthetic latex, polystyrene, styrene monomer and polyethylene at the Map Ta Phut site. Dow’s acquisition of PPTL supports the strategic goals of both joint venture partners and the companies will continue to collaborate on various projects such as the liquids cracker in Thailand announced in October of 2006, which is expected to commence operations in 2010.

November 27 2007 10:15
GAZPROM GROUP AND THE DOW CHEMICAL COMPANY SIGN MEMORANDUM OF INTENTIONS IN GAS PROCESSING SECTOR
Today at the Gazprom Headquarters Alexey Miller, Chairman of the Gazprom Management Committee, Dmitry Konov, President of Sibur Holding, Andrew Liveris, President, Chief Executive Officer and Chairman of the Dow Chemical Company have signed a Memorandum of Intentions in the area of high-value added hydrocarbon processing.

The document stipulates examination of prospects to set up a joint venture based on new petrochemical production facilities of the Dow Chemical Company in Germany, joint natural gas processing in the Valanginian deposits of the Yamal-Nenets Autonomous Okrug as well as examination of cooperation opportunities in other sectors.

The parties will create a working group to preliminary evaluate economic feasibility to set up a joint venture and to prepare a draft agreement for further joint technical and economic research.

Reference:

SIBUR Group is the largest vertically integrated petrochemical holding company in Russia that includes OAO SIBUR Holding, OAO AK SIBUR and OOO SIBUR.

The Group includes 34 enterprises, which process the major volume of Russian hydrocarbons via the integrated technological chain ranging from initial processing to manufacturing final products for consumers. The executive functions are exercised by the management company OOO SIBUR.

OAO SIBUR Holding is part of the Gazprom Group. SIBUR Holding turnover in 2006 was RUR 121.9 bln, with net income of RUR 21.4 bln.

The Dow Chemical Company is the largest chemical company in the USA operating in more than 175 countries. The Company produces chemical products, packaging and agricultural products. In 2006 Dow annual sales and net profit exceeded USD 49.1 bln and USD 3.7 bln, respectively.

In pursuance of the Memorandum within the examination of the issue related to participation in extraction of light hydrocarbon mixtures in the Valanginian deposits of the Yamal-Nenets Autonomous Okrug and its processing at the petrochemical large capacity complexes in the territory of the Russian Federation. The Dow Chemical Company, Gazprom and SIBUR Holding will examine an opportunity to set up a joint venture.

December 04, 2007　Dow

Dow Announces Further Moves to Bolster Competitiveness

In its ongoing drive to improve the efficiency and cost effectiveness of its global operations, The Dow Chemical Company has announced plans to shut down a number of assets and make organizational changes within targeted support functions. As a consequence of these activities, approximately 1,000 jobs will be eliminated from across several functions, geographies and businesses.

The Company expects to incur a charge in the range of $500 million to $600 million, which includes such costs as severance and asset write-downs. This will be reflected in Dow’s results for the fourth quarter of 2007. Once these actions are fully implemented, the Company expects to realize savings in the order of $180 million a year.

“Today’s announcement reflects our commitment to prune businesses that are not delivering appropriate value and tackle tasks more efficiently across the entire organization … freeing up capital and resources that will be re-directed toward value-creating growth opportunities,” said Andrew N. Liveris, Dow’s chairman and chief executive officer.

“Our focus on financial discipline and low cost to serve remains as sharp as ever, and we will continue to seek ways to refine our organizational structure, asset base and business portfolio to ensure Dow’s competitiveness on the world stage.”

The most significant financial impacts of today’s announcement are described below. 

Dow will record an impairment 減損　charge related to its manufacturing site in Lauterbourg, France, as a result of overcapacity within the industry, a disadvantaged cost position, and increasing pressure from generic suppliers. As required, the Company has launched an information/consultation process with the local employee representatives on the closure project.（Dow AgroSciences LLC ：the largest granulation facility for Dithane* fungicide）

Dow will exit the automotive sealers 下塗り材business in North America, Asia Pacific and Latin America within the next nine to 18 months, and will explore strategic options in Europe. The decision, which reflects concerns about the unit’s ability to meet the financial expectations of this business, will allow the Company to focus its resources on delivering differentiated and higher value technologies to the automotive industry.

The Company will write down its investment in a joint venture - Pétromont and Company, Limited Partnership - due to an unfavorable financial outlook, reflecting significant long-term economic challenges.

Established in 1980, Pétromont is a Canadian limited partnership equally owned by Dow Chemical Canada Inc., a wholly-owned subsidiary of The Dow Chemical Company, and by Éthylec Inc., a wholly-owned subsidiary of the Société générale de financement du Québec.
It manufactures high-density polyethylene and basic petrochemicals (olefins) which are sold throughout the world, primarily to North American markets.

The Company’s styrene plant in Camaçari, Brazil, will be idled on January 1, 2008, in the wake of escalating competition and weak industry fundamentals.

The Company will close its manufacturing facility for hydroxyethyl cellulose located in Aratu, Brazil, in the face of capacity limitations, high structural and raw material costs, and aging technology. After studying several options to improve the profitability of the facility, the Company opted to close the plant during the first quarter of 2008.

Union Carbide Corporation, a wholly owned subsidiary of the Company, will shut down its polypropylene facility at St. Charles Operations in Louisiana before the end of the year.  The decision was driven by a number of factors, including the substantial capital costs required to maintain long-term operations at the facility.

And the Company will significantly reduce support functions, including R&D, at the Union Carbide site in South Charleston, West Virginia, as those functions continue to align their activities more closely with Dow’s strategic growth objectives.  Approximately 200 jobs will be affected.

“We are committed to maximizing value across every aspect of our operations - within both our businesses and our functions. Decisions like these are not easy, but they will remain a fundamental part of our strategic agenda, maintaining a solid foundation of efficiency and efficacy as we aggressively build the Company to deliver long-term shareholder value,” said Liveris. “We recognize the uncertainty and anxiety that these decisions will cause our employees, their families and those living in the communities near our sites; and we will work hard to minimize the impact of these changes on those affected,” he said.

Dow, Chevron Phillips Chemical Name Leadership Team for Styrenics Joint Venture

Midlland, MI and The Woodlands, TX - December 06, 2007

The Dow Chemical Company and Chevron Phillips Chemical Company LP (Chevron Phillips Chemical) today announced the leadership team for their proposed styrenics joint venture. The new company, which will be known as Americas Styrenics, will be headquartered in Houston, Texas. Americas Styrenics will be a leading integrated producer of polystyrene, building on the wealth of manufacturing, commercial and technological expertise of its parent companies to create the market leader in the Americas.

Tim Roberts has been named President and Chief Executive Officer of Americas Styrenics. Roberts is currently the Styrenics General Manager for Chevron Phillips Chemical.


The new company is expected to have approximately 600 employees across the Americas. To form the joint venture, Dow intends to contribute six polystyrene plants (Torrance, California; Gales Ferry, Connecticut; Ironton, Ohio; Joliet, Illinois; Guaruja, Brazil and Cartagena, Colombia). Dow’s styrene plant in Camacari, Brazil is no longer in the scope of the joint venture. Chevron Phillips Chemical intends to contribute a styrene monomer plant in St. James, Louisiana and a polystyrene plant in Marietta, Ohio.

Dow and Chevron Phillips Chemical continue to work toward finalizing transaction documents with a goal of commencing joint venture operations during the first quarter of 2008. The companies signed a non-binding Memorandum of Understanding to form the joint venture in April.

About Dow

Dow is a diversified chemical company that harnesses the power of innovation, science and technology to constantly improve what is essential to human progress. The Company offers a broad range of products and services to customers in more than 175 countries, helping them to provide everything from fresh water, food and pharmaceuticals to paints, packaging and personal care products. Built on a commitment to its principles of sustainability, Dow has annual sales of $49 billion and employs 43,000 people worldwide. References to “Dow” or the “Company” mean The Dow Chemical Company and its consolidated subsidiaries unless otherwise expressly noted.

About Chevron Phillips Chemical

With approximately $7 billion in assets and over $12 billion in revenues in 2006, Chevron Phillips Chemical Company LLC with its affiliates is one of the world’s top producers of olefins and polyolefins and a leading supplier of aromatics, alpha olefins, styrenics, specialty chemicals, piping and proprietary plastics. The company produces chemicals that are essential to manufacturing over 70,000 consumer and industrial products. Headquartered in The Woodlands, Texas, the company has more than 5,500 employees worldwide. For more information about Chevron Phillips Chemical, go to www.cpchem.com.

December 13, 2007 　Dow

The Dow Chemical Company and Petrochemical Industries Company of Kuwait Announce Global Petrochemicals Joint Venture

The Dow Chemical Company (Dow) and Petrochemical Industries Company (PIC) of the State of Kuwait, a wholly owned subsidiary of Kuwait Petroleum Corporation (KPC), today announced plans to form a 50/50 joint venture that will be a market-leading, global petrochemicals company.

“We’re creating a petrochemicals company that will be a global leader from its first day of operation, an $11 billion company that is well positioned to grow profitably across the industry cycle,” said Andrew N. Liveris, Dow Chairman and CEO.  “For Dow, this marks an important milestone in our transformational strategy: growing our Basics businesses through joint ventures; reducing our capital intensity; and, freeing up cash to invest in our portfolio of Performance and Market Facing businesses.”

The joint venture, to be headquartered in the United States, will manufacture and market polyethylene, ethyleneamines, ethanolamines, polypropylene, and polycarbonate.  The JV is expected to have revenues of more than $11 billion (pro forma) and employ more than 5,000 people worldwide.

The new venture will build upon PIC’s feedstock position and commitment to global petrochemicals growth, KPC’s position as one of the world’s top-10 energy/hydrocarbons companies, and Dow’s technology and market leadership - including its number one position in polyethylene, ethyleneamines and ethanolamines. Dow will also maintain its world-class security, environment, health and safety standards in the new venture. Customers, in turn, will benefit from an even stronger supplier having feedstock integration, global supply chain, advanced technologies, resources to grow with customer demand, and an ongoing commitment to the future of the petrochemical industry. 

“Through this joint venture, KPC enters a new arena of specialty products based on leading global technologies,” said Saad Al-Shuwaib, CEO of Kuwait Petroleum Corporation.  “The JV will enable PIC to expand and diversify its international petrochemicals presence, while building on our long-standing relationship with Dow.  By selectively investing in downstream petrochemical businesses, we are maximizing the value of Kuwait’s hydrocarbons resources while diversifying our national economy and increasing job opportunities.”

The transaction is subject to the completion of definitive agreements, customary conditions and regulatory approvals, and is anticipated to close in late 2008.  To form the new company, Dow will sell to PIC a 50 percent interest in the business assets included in the transaction. In turn, both PIC and Dow will place their share of the assets into the joint venture, with each party then taking a 50 percent equity interest in the new company. The value of the five Dow global businesses that will form the joint venture is approximately $19 billion. Dow will receive approximately $9.5 billion (pre-tax) from PIC for the 50 percent interest.

“Dow and PIC have a great track record as partners, and we are excited to form this landmark joint venture that brings sustainable, long-term value to our companies and customers,” said Michael R. Gambrell, Dow executive vice president for Basic Plastics and Chemicals.

“The joint venture between PIC and Dow will be positioned to flourish in high-growth economies through access to feedstock offtakes from future KPC refineries in emerging regions,” said Maha Mulla Hussain, Managing Director of Petrochemical Industries Company of Kuwait. “This will give the new JV company the distinct advantage of full integration from feedstocks to derivatives, while meeting growing customer demand in emerging markets.”  

About the Products in the Venture

Polyethylene (PE) and polypropylene (PP) comprise more than half of world polymer demand.  PE is the most widely used of all plastics and can be found in everyday products from food packaging, milk jugs and plastic containers to pipes and liners.  PP is a versatile plastic used in fibers, packaging films, non-wovens, durable goods, automotive parts, and consumer applications. Polycarbonate is an engineering thermoplastic used in applications such as optical media, electrical and lighting. Amines are a family of chemicals with a broad range of properties, used in various applications from wood treating and pharmaceutical processing, to coatings and consumer products.

2008/1/21 canplastics.com

Aux Sable Canada and Dow Chemical announce ethane deal, strategic alliance

Joint venture company Aux Sable Canada Ltd. has struck a deal to sell ethane and ethylene from its Heartland off-gas plant to Dow Chemical Canada Inc.

The financial terms of the agreement were not disclosed.

The agreement makes Aux Sable Canada the first company in Canada to extract ethane and ethylene from the byproduct gas of a bitumen upgrader (オイルサンドに含まれるビチューメンを合成原油に変換). The Heartland off-gas plant is under construction just north of Dow Chemical's complex in Fort Saskatchewan, Alberta. Its feedstock will come from BA Energy's Heartland upgrader.
According to Aux Sable Canada, the arrangement involves up to 8,000 barrels per day of ethane and ethylene.

The two companies have also entered into a strategic alliance to develop future upgrader off-gas processing projects supplying feedstock for Dow in Fort Saskatchewan. Aux Sable's Sable NGL Canada affiliate is to build, own and operate these off-gas facilities, with Dow as the exclusive customer.

"A key element of our strategy is to be a leader in the processing of upgrader and refinery off gas. We believe that this alliance with Dow strengthens our ability to aggressively pursue this growth industry, and we are excited about the relationship," said W. J. (Bill) McAdam, president and CEO of Aux Sable Canada and Sable Canada.

"Our alliance with Aux Sable Canada allows us to secure a long-term supply of petrochemical feedstock," said Jeff Johnston, president of Dow Chemical Canada. "The oil sands represent a large, untapped feedstock source for Dow's Alberta operations."

Aux Sable was established as part of the development of the Alliance Pipeline system that was constructed over 1998-2000 with start-up on December 1, 2000. Two companies were established, one in the U.S. (Aux Sable Liquid Products or “ASLP” located in Channahon, Illinois) and one in Canada (Aux Sable Canada or “ASC” located in Calgary, Alberta) to manage the natural gas liquids (NGLs) business associated with the Alliance Pipeline. Aux Sable has the exclusive right to extract NGLs from Alliance Pipeline gas. Alliance Shippers are kept whole on an energy basis as Aux Sable is required to provide any make-up energy to balance for NGLs it has extracted from Alliance gas.

THE CANADIAN PRESS 　January 17, 2008

Aux Sable, a joint venture of Enbridge Inc., Fort Chicago Energy Partners and Williams Cos., will be the first in Canada to extract ethane and ethylene from the byproduct gas of a bitumen upgrader.
The Heartland off-gas plant is under construction just north of Dow Chemical's complex in Fort Saskatchewan, northeast of Edmonton.
Its feedstock will come from BA Energy's Heartland upgrader.
The "long-term" arrangement with Dow announced Thursday involves up to 8,000 barrels per day of ethane and ethylene.
Aux Sable and Dow also have entered into a strategic alliance to develop future upgrader off-gas processing projects supplying feedstock for Dow in Fort Saskatchewan.
Aux Sable's Sable NGL Canada affiliate is to build, own and operate these off-gas facilities, with Dow as the exclusive customer.
"A key element of our strategy is to be a leader in the processing of upgrader and refinery off-gas," stated Aux Sable CEO Bill McAdam. Aux Sable says its Heartland plant will have no sulphur dioxide emissions and "limited" emissions of nitrogen oxides, while the BA upgrader will cut its carbon dioxide emissions by 12 to 16 per cent by using clean gas as fuel instead of burning the off-gas.
For Dow Chemical Canada, "the oilsands represent a large, untapped feedstock source," said Jeff Johnson, president of the Canadian division of U.S.-based Dow Chemical Co.. "Our alliance with Sable Canada allows us to secure a long-term supply of petrochemical feedstock."

January 29, 2008　Dow

Dow Plans Major Capital Investment to Support Continued Growth in Performance Businesses
Signs Long-Term VCM Agreement with Shintech

The Dow Chemical Company announced today that it will break ground this year on a state-of-the-art membrane chlor-alkali production facility in Freeport, Texas. The new, more energy efficient facility is designed to provide a long-term reliable supply of chlorine to derivative products. Startup is planned for 2011.

“Chlorine is a critical feedstock for our performance businesses - enabling future growth in polyurethanes, epoxies, specialty chemicals, specialty plastics, and our agricultural chemicals businesses to name a few,” said Andrew N. Liveris, chairman and CEO of The Dow Chemical Company.

Several of Dow’s existing chlor-alkali assets in Freeport are nearing the end of their economic life and would require significant investments to continue operation.  The Company will begin the process to shutdown those facilities over the next three years. This, combined with the startup of the new facility, will result in a net reduction in Dow’s chlor-alkali capacity on the U.S. Gulf Coast.

Dow is also announcing today the renewal of an important long-term commercial arrangement to supply vinyl chloride monomer (VCM) to Shintech, a Dow customer for more than 30 years, in Freeport, Texas. "This supply agreement with Shintech, which will partly fund our new investment, is further evidence of our commitment to our asset-light strategy," Liveris continued. "While we are not forming a joint venture, Shintech remains a strategic partner in our chlor-alkali output in the U.S. Gulf Coast."

“In addition, Dow is pursuing competitive energy alternatives to oil and gas that would further Freeport's energy advantage in North America,” Liveris continued.

In 2007, Dow announced plans for future chlor-alkali investments in the Middle East and China.  With Saudi Aramco, Dow signed an MOU to develop one of the largest grassroots chemicals production complexes in the world at Ras Tanura in Saudi Arabia, which is expected to include a world-scale chlor-alkali production unit. With the Shenhua Group, Dow signed an MOU to develop a coal-to-chemicals project to be located in the Shaanxi Province, People’s Republic of China, which is also expected to include a chlor-alkali and vinyl unit.

Chlorine is a major building block that is essential to society and the world economy. More than 50 percent of commercial chemistry uses chlorine in the process, but it may be absent in the final product. More than 60 percent of the chlorine produced at the Freeport facility will be used to produce performance chemicals, with the balance going to basic chemical production. All chlorine produced at Dow facilities is used in the manufacturing process of other chemicals or products.

About Dow’s Chlor-Alkali Business

Dow is the world’s largest producer of both chlorine and caustic soda (collectively referred to as chlor-alkali). Chlor-alkali production is a foundation for several of Dow’s global businesses. More than one quarter of Dow’s products are created with chlorine chemistry.

January 24, 2008 　Dow

Dow Chemical Awards “Methane Challenge” Grants to Cardiff and Northwestern Universities

The Dow Chemical Company today announced that Cardiff University and Northwestern University have been awarded research grants which together total over $6.4 million as part of the 2007 Dow Methane Challenge. The challenge was initiated by Dow in March 2007 to identify collaborators and approaches in the area of methane conversion to chemicals. The awards to the teams led by Cardiff and Northwestern mark the culmination of the selection process.

Approximately 100 proposals from around the world were received in response to Dow’s open solicitation, representing top universities, institutes, and companies.  The focus of the challenge was the conversion of methane, the major component of natural gas, to chemical feedstocks.  Methane is particularly attractive as a raw material because of the presence of large reserves of natural gas in many parts of the world, but the technology for the conversion of these reserves to chemicals and liquid fuels remains elusive.  Dow’s goal is to develop technologies to take natural gas and produce the intermediates that form the foundation of today’s chemical industry. 

The Methane Challenge seeks to discover revolutionary chemical processes.  Mastery of methane chemistry would provide a completely new foundation for production of chemicals and liquid fuels, bringing an alternative to petroleum in these applications and enabling the use of plentiful, though often remote, natural gas that today is uneconomical to transport to market. It could also reduce the flaring of gas associated with petroleum production and might even provide a means to upgrade landfill gas. 

Methane has resisted the attempts of chemists over the last century to directly react and selectively form other chemicals.  Recognizing the need for creative approaches, Dow Chemical took the unusual step of undertaking an open solicitation in an attempt to leave no stone unturned in the quest for innovative concepts.  By bringing together its chemists and chemical engineers with the teams led by Cardiff and Northwestern, Dow hopes to develop world-changing technologies.

The Alternative Feedstock Program in Dow’s Hydrocarbon and Energy (H&E) Business addresses providing advantaged raw materials for chemical production through a portfolio of opportunities addressing near, intermediate and long-term options. The Methane Challenge is a component of the program and is an example of long-term, innovative discovery research. Other parts of the program address more immediate feedstock issues, such as Dow’s recently announced sugarcane-to-polyethylene project in Brazil and research on clean chemical production from coal.

Mauro Gregorio, H&E Alternative Feedstocks global business director, stresses that “the Alternative Feedstock Program is all about innovation and creating possibilities for growth and differentiation.  Methane activation holds the promise of bringing an advantaged feedstock position to Dow by reducing capital intensity, allowing growth in multiple geographies and improving Dow’s cost position.” 

The open solicitation for the Methane Challenge was “an opportunity to extend the Dow lab bench and find people with whom we might not routinely have contact,” said Charles Kresge, Dow R&D vice president for Basic Plastics & Chemicals/Hydrocarbons & Energy/Licensing. “Methane conversion is one of the most challenging areas in catalysis and we hoped the Methane Challenge would attract the highest caliber of research.  Clearly it did, and we are excited by the chance to collaborate with these truly world-class teams.”

Proposals were evaluated and the ten finalists were asked to submit detailed, confidential proposals.  Consultants hired to judge the proposals selected the teams led by Cardiff and Northwestern.   While Cardiff and Northwestern are the homes of the team leaders, both teams have sought expertise outside their university communities and are multi-institutional, multi-disciplinary teams.   

“Success in this project has the potential to change the way we manufacture chemical intermediates in a revolutionary way,” says Graham Hutchings, leader of the Cardiff team. “The direct oxidation of methane to methanol and other useful products represents the most important remaining grand challenge in catalysis.” 

“It is remarkable that a molecule as simple and abundant as methane should present such an obstacle to conventional catalytic methodologies,” adds Tobin Marks, Northwestern team leader.  “Clearly, unconventional, science-based approaches will be required to produce catalysts with the necessary activity and selectivity.”

For more information on the individual members of the winning teams, their qualifications and expertise, or for descriptions of the winning proposals and the innovative ways in which they are proposing to convert methane gas, visit Dow's website at www.dowmethane.com.

Feb 12, 2008 Reuters

Petromont halts petrochemical production in Quebec

Petrochemical manufacturer Petromont & Co, a joint venture of Dow Chemical Co and an arm of the Quebec provincial government, said on Tuesday it will suspend operations on April 30 because of the strong Canadian dollar and expensive feedstock.

The company, which has annual sales of $750 million, said it will shut its plants in Varennes and Montreal, Quebec. It said on its Web site that it employs 325 at the two sites.

Petromont said several factors caused it to shutter the plants. It cited the strength of the Canadian dollar, which has risen to parity with its U.S. counterpart, and its inability to source petroleum-based feedstock at what it considered a competitive price.

"These factors have had a major impact on the company's profitability and in light of the equally unfavorable conditions affecting the petrochemical sector across North America, Petromont has no choice but to suspend its operations," the company said in a statement.

Another Quebec petrochemical plant also recently shut down because of high costs. In October a joint venture between Britain's Ineos and Nova Chemicals Corp announced it would close its Montreal polystyrene operations.

Petromont manufacturers olefins, used as a building blocks in an array of plastics ranging from construction materials to food wraps.

The company said the two plants will be kept intact in case market conditions change or a buyer comes forward.

Established in 1980, Pétromont is a Canadian limited partnership equally owned by Dow Chemical Canada Inc., a wholly-owned subsidiary of The Dow Chemical Company, and by Éthylec Inc., a wholly-owned subsidiary of the Société générale de financement du Québec.

olefins:
Ethylene & Propylene, Mixed C4’s, Hydrogen, Combustible Gases, HPG-B & Pentenes, Heavy Fuel Oil, Acetylene,
Methyl Acetylene Propadiene, Digester Liquor (Spent Caustic), BTX

Platts　 Feb 12, 2008

Petromont to suspend ethylene, HDPE production on April 30, 2008

Canada's Petromont & Co plans to suspend operations at its steam cracker and high density polyethylene plants in Varennes and Montreal, Canada on April 30, 2008 due to the high cost of crude oil and relative strength of the Canadian dollar, the company said Tuesday.

The steam cracker has the capacity to produce 297,000 mt/year of ethylene and 278,000 mt/year of high density polyethylene. The steam cracker is flexible in what feedstocks it can take and depending on the feed mix, can also produce mixed crude C4's, propylene, industrial gases, and other products.

In March 2007 a Canadian dollar was equivalent to about $0.85, It appreciated to a peak of nearly $1.08 in early November 2007 and has since devalued to just under $1.00.

Petromont's plants would be mothballed in case a buyer emerges for the assets or market conditions change to allow for a profitable restart of the units, the company said.

The company has 325 employees split between the two sites.

February 14, 2008 　Dow

PetroChina Fushun Selects Dow and Aker Kvaerner for PP Project in China

PetroChina Fushun Petrochemical Company has selected Dow’s UNIPOL™ Polypropylene Process Technology for its new 300 KTA polypropylene facility, and Aker Kvaerner will provide the extended process design package and technical advisory services. The plant will be built in Fushun, Liaoning Province, The People’s Republic of China, and is scheduled for completion in 2010. The world-scale facility is the fourth polypropylene plant in China over the past 24 months to use UNIPOL™ Polypropylene Technology from Dow Technology Licensing (DTL), a business group of The Dow Chemical Company.

"I am pleased that PetroChina Fushun has chosen UNIPOL™ Polypropylene Technology,” said Dr. Molly Peifang Zhang, business vice president, Dow Technology Licensing.  “With this new license and the other three UNIPOL™ Polypropylene licenses in China within the past two years, Dow Technology Licensing has become a major player in polypropylene technology in China.  Our customer-focused strategy and technological advantage will ensure the long-term success of our customers."

This is the third polypropylene project in China that Aker Kvaerner has been awarded within the last year.

“The award of a further polyolefins project in China recognizes Aker Kvaerner's extensive project competence in Dow’s technology and our strategic commitment to both PetroChina and the People’s Republic of China," said Johan Cnossen, president, AK Process, part of Aker Kvaerner.

Including the PetroChina Fushun project, UNIPOL™ Polypropylene Technology will be used globally to produce more than 10 million metric tons of polypropylene per year, which will be more than 16 percent of total global capacity.

The PetroChina Fushun license agreement includes production capability for the broadest range of polypropylene resins, including: homopolymers, random copolymers and impact copolymers for various grades of plastics.  The well-proven UNIPOL™ Polypropylene Technology, high performance SHAC™ Catalyst Systems and other leading products available under the license agreement give PetroChina a cost-effective, long-term solution for addressing polypropylene demand.

About Dow

With annual sales of $54 billion and 46,000 employees worldwide, Dow is a diversified chemical company that combines the power of science and technology with the “ Human Element ” to constantly improve what is essential to human progress. The Company delivers a broad range of products and services to customers in around 160 countries, connecting chemistry and innovation with the principles of sustainability to help provide everything from fresh water, food and pharmaceuticals to paints, packaging and personal care products. References to “Dow” or the “Company” mean The Dow Chemical Company and its consolidated subsidiaries unless otherwise expressly noted.

Dow Technology Licensing (DTL) is a business unit of Dow that markets technologies owned by The Dow Chemical Company, Union Carbide Corporation and their subsidiaries. DTL offers a portfolio of leading process and catalyst technologies to the petrochemical industry around the world.  Our focus on research and development ensure the long term competitive advantages of our customers.  The local dedicated client teams and technical resources provide timely comprehensive services to our customers. More information about Dow Technology Licensing can be found at www.dow.com/licensing.

About Aker Kvaerner ASA

AKER KVÆRNER ASA, through its subsidiaries and affiliates ("Aker Kvaerner"), is a leading global provider of engineering and construction services, technology products and integrated solutions. The business within Aker Kvaerner comprises several industries, including Oil & Gas, Refining & Chemicals, Mining & Metals and Power Generation. The Aker Kvaerner group is organized in a number of separate legal entities. Aker Kvaerner is used as the common brand/trademark for most of these entities.

The parent company in the group is Aker Kværner ASA. Aker Kvaerner has aggregated annual revenues of approximately NOK 50 billion and employs approximately 24 000 people in about 30 countries.

Aker Kvaerner is part of Aker (www.akerasa.com), a group of premier companies with a focus on energy, maritime and marine-resources industries. The Aker companies share a common set of values and long traditions of industrial innovation. As an industrial owner with a 40.27 percent holding in Aker Kvaerner, Aker ASA takes an active role in the development of its holdings.

Aker Kvaerner's Process and Construction business area is a world leader in the project management, design and construction of major projects spanning refining, petrochemical processing, metals and mining, power generation, and acid plants.  From initial concept through technology development, process technology application, design, procurement, construction, commissioning, operations, maintenance, modification and decommissioning, we provide our customers with the full life cycle of services.  Process and Construction provides sound local expertise, combined with the depth and strength of global project operations.

AK Process is a trading name of Aker Kvaerner Netherlands BV a wholly owned subsidiary of AKER KVAERNER ASA and the legal entity responsible for the execution of the work. AK Process serves the chemicals and polymers, refining and onshore oil & gas industries.  It provides the full life cycle of a project from concept studies, through to design, engineering, project management, delivery of process technologies, procurement, construction and maintenance services. As a pure project execution/EPC specialist, AK Process can provide customers with strategic 'one-off' services or full turnkey solutions under a single project management control. It works with its customers in the development of major technological innovations, having participated in the conceptualization and implementation of ideas, which are the foundation for world-class production facilities. Also offered are consultancy services in reliability, business modeling and environmental, health, safety and risk management.

February 25, 2008 Dow

Dow Sharpens Focus on Portfolio Optimization

The Dow Chemical Company announced today that it is realigning a number of businesses to a newly created business group, Dow Portfolio Optimization. Each of the businesses within the new group has been earmarked for strategic evaluation, with the goal of defining how best to maximize its long-term value to the Company - whether that be through realignment to other Dow businesses, joint ventures or divestitures.

“Within any organization, systematic portfolio management is fundamental to a company’s evolution and sits right at the heart of long-term shareholder value creation,” said Andrew N Liveris, Dow’s chairman and chief executive officer. “Our newly created portfolio brings this highly important activity squarely into the spotlight, ensuring we drive it forward with discipline, with diligence and with due speed,” he continued.

George Biltz, who currently heads the Company’s Specialty Plastics and Elastomers portfolio, has been appointed business group president of the new portfolio, which will include SARAN(TM) Products and Specialty Films, Polycarbonate, Compounds and Blends, Synthetic Rubber, and Specialty Copolymers. Going forward, the Company expects to align other Dow businesses to the portfolio as they are assessed for strategic alignment with Dow’s transformational strategy.

SARAN PVDC Products

旭化成　
　「サランラップ」はいきなり誕生した商品ではありません。
２０世紀初頭世界初の合成樹脂ベークライトが誕生しますが、以来アメリカでは合成樹脂の研究を熱心に進めていました。
　その研究の成果が（ポリ塩化ビニリデン）という形で実を結び、この合成樹脂をアメリカは戦争に活用しました。
　この合成樹脂は、太平洋戦線で兵士を悩ませた蚊から身を守るための蚊帳、ジャングルを行進する兵士を水虫から守る靴の中敷き、銃や弾丸を湿気から守るための包装フィルムなどが、主な用途だったそうです。
　戦争が終わり、フィルムに様々な改良がなされましたが、ナチュラルチーズを包装する以外に用途が見つかりませんでした。
　１９４０年代後半のある日、フィルム製造メーカーの職長を務めていたラドウィック、アイアンズの二人は、妻を伴って近所の人々とピクニックに出かけました。
　ラドウィックの奥さんは、たまたま夫が会社で作っていたフィルムにレタスを包んで持っていきました。
　すると「このラップとてもきれい。どこで手に入れたの？」「私も欲しい。どこで売っているの？」と大変な評判になってしまいました。
　そこでラドウィック、アイアンズの二人は、驚き、早速翌日上司に報告し、クリング・ラップ・カンパニーを設立して開発に着手し、ダウケミカル社から取り寄せた樹脂のロールを紙管に巻き付けて箱詰めし、サランラップ第1号が完成したという訳です。
　完成すると近郊の都市でも試験的に販売され、結果は上々でした。名前もラドウィック、アイアンズの二人の妻サラ（Sarah ）とアン（Ann）にちなんで「サランラップ」と決定されました。
　発売から２年後の１９５２年にはダウケミカル社が生産を担当し、サランラップは全米に進出することになります
　日本では、１９５２年に旭化成とダウケミカル社との提携により、折半出資企業「旭ダウ（株）」が設立され、１９６０年（昭和３５年）にサランラップを発売開始いたしました。

Platts 2008/3/31

Dow Chem board rejects call for study on pesticide health effects

The board of Dow Chemical has rejected a proposal by shareholders for an independent study on the impact of Dow's pesticide products on human health, saying it would be an unnecessary expense and "without benefit to our shareholders."
A group of shareholders have petitioned the board to commission an independent report to be published by May 2009, analysing the extent to which Dow's products may cause or exacerbate asthma ぜんそく, and detailing Dow policies and activities to phase out or restrict ingredients linked with asthma and other respiratory 呼吸器官 problems. The proponents are seeking to present the proposal at the shareholders' annual meeting on May 15 in Michigan.
"If properly presented at the annual meeting, your board unanimously recommends a vote against the following proposal," the chemical company said Friday in a notice to shareholders.
The proponents of the study said approximately half of Dow's pesticide products contain ingredients which have been linked to asthma and other respiratory problems. These included but were not limited to Fultime, Dursban, Lorsban, Glyphomax, Tordon, Telone, Starane, Widematch, Vikane and Profume.
They noted too that Dow was one of the world's largest producers of chlorpyrifos, and the sole US producer of 2,4-D -- both of which have been linked to asthma.
Dow's board of directors said the scope of research and analysis called for by the proponents were really the responsibility of government regulators.
In a pesticide-related lawsuit, the Los Angeles Superior Court ruled in November 2007 that Dow Chemical and food company Dole were jointly liable for infertility suffered by banana plantation workers in Nicaragua during the 1970s and 1980s. The jury more awarded six plantation workers than $3 million in damages.
The case involved a Dow-manufactured pesticide called dibromochloropropane, or DBCP, that was used by Dole to kill microscopic worms in banana tree roots.

2008.04.22 Dow Corning

Dow Corning Opens Silicone Rubber Plant to Support Asia Growth
　　Material serves as a key ingredient in electronics, healthcare, construction and energy industries

Dow Corning has announced the opening of a multi-million dollar investment in a new silicone rubber plant to support growing demand from customers in Asia. 

Located at Zhangjiagang, in Jiangsu Province, the new plant is the largest investment Dow Corning has made globally in silicone rubber in the last ten years. The 6,000 square meters site will manufacture High Consistency Rubber (HCR) and Liquid Silicone Rubber (LSR) for a full spectrum of industrial and consumer applications.  It will serve the needs of customers in China and throughout Asia.

Dow Corning (Zhangjiagang) Silicone Co., Ltd. Silicone Rubber Plant is an integral part of Dow Corning’s world-class manufacturing site currently under development at the Jiangsu Yangtze River Chemical Industrial Park in Zhangjiagang City. This integrated site includes China’s largest facility to manufacture siloxane (basic silicone materials) with an investment of $600 million USD, as well as downstream finishing plants, which support the vigorous growth and demand for silicone materials of both the Chinese and Asian markets.

“China is one of the priority markets for us and an engine for our future growth.  We are excited about the new silicone rubber plant, which plays a strategic role in our global manufacturing network.  The opening of the rubber plant underscores our continued long-term commitment to China and our confidence in the huge potential of this market and those of neighboring countries in Asia,” said Tom Cook, Dow Corning’s Greater China President and Asia Area Vice President.

“The opportunities to use silicone rubber in many existing and new applications will continue to drive the overall demand growth globally,” said Ian Wilson, Executive Director of Formulated Products, Dow Corning.  “We expect the demand growth in China to be higher than the world average given China’s accelerated GDP growth rate," he added.

Dow Corning broke ground at the Chemical Industry Park in Zhangjiagang in September 2006 for the siloxane manufacturing facility in a joint venture with WACKER Chemie AG. Completion is expected during 2010.   

July 10, 2008　Dow

Dow Acquires Rohm and Haas, Creating World’s Leading Specialty Chemicals and Advanced Materials Company
　　　$18.8 Billion Transaction Marks Pivotal Point in Dow’s Transformation

Dow and Rohm and Haas today announced a definitive agreement, under which Dow will acquire all outstanding shares of Rohm and Haas common stock for $78 per share in cash.  The acquisition of Rohm and Haas will make Dow the world’s leading specialty chemicals and advanced materials company, combining the two organizations’ best-in-class technologies, broad geographic reach and strong industry channels to create an outstanding business portfolio with significant growth opportunities.

* Rohm and Haas' equity at $15.3bn、taking on $3.5bn of Rohm and Haas debt.

The transaction marks a decisive move in Dow’s transformation into an earnings growth company with reduced cyclicality.  Last December, Dow announced a joint venture with Petrochemical Industries Company of the State of Kuwait (PIC).  With the collective impact of these two deals, performance products and advanced materials will represent 69 percent of Dow’s total sales, on a 2007 pro forma basis, compared with 51 percent prior to these transactions.

Financing for the acquisition includes an equity investment by Berkshire Hathaway and the Kuwait Investment Authority in the form of convertible preferred securities for $3 billion and $1 billion respectively.  Debt financing has been committed by Citi, Merrill Lynch and Morgan Stanley who acted as financial advisors on the transaction.

* Billionaire Warren Buffett's Berkshire Hathaway group

Andrew N. Liveris, Dow chairman and CEO, commented: 

“The acquisition of Rohm and Haas is a defining step in our transformational strategy to shape the “Dow of Tomorrow” - a high value, diversified chemicals and materials company, creating the largest specialty chemicals company in the United States with a leading global position in performance products and advanced materials.

“After an extensive analysis of acquisition opportunities in the marketplace, it became clear that Rohm and Haas is the ideal company to accelerate Dow’s transformation.  The addition of Rohm and Haas’ portfolio is game-changing for Dow, enabling us to accelerate the growth of our Performance business portfolio and affording us a strong position in the global specialty chemicals and advanced materials sectors.  Rohm and Haas brings us access to new and exciting technologies and offers an extended reach into emerging geographies, all of which are highly complementary to Dow’s existing platforms and value growth priorities. 

“Dow has a great deal of respect for Rohm and Haas and values the strong market-facing culture and solid reputation that have made it one of the most successful companies in the specialty sector and such a desirable entity. We are also thrilled with the investment by Berkshire Hathaway and the Kuwait Investment Authority, which we believe further underscores the merits of this transaction, our strategy and the great growth potential resulting from Dow’s transformation.”

Rohm and Haas chairman and CEO Raj L. Gupta stated, “When this transaction is completed, Rohm and Haas will be a critical component of the New Dow, the world’s preeminent chemical company and will be aligned with a forward-looking US-based enterprise, committed to investing in research for new technology solutions to many of the most pressing societal needs.  We believe that by becoming a part of Dow, we secure a brighter future and greater growth prospects for our employees, consistent with the vision of our founders to remain a high-quality supplier of innovative technology and solutions.”

The New Dow: An Earnings Growth Company

In addition to offering immediate and certain value to Rohm and Haas shareholders, the acquisition of Rohm and Haas by Dow will create significant value and enhanced growth potential for Dow shareholders. 

Dow’s acquisition of Rohm and Haas significantly strengthens and expands its specialty business and results in a decisive step towards establishing Dow as an earnings-growth company, markedly shifting the balance of its portfolio towards higher growth, higher margin specialties  businesses. The transaction, coupled with the pending joint venture between Dow and PIC, will increase the pro forma 2007 EBITDA contribution from Dow’s Performance businesses to 67 percent from 52 percent, delivering greater earnings consistency throughout the industry cycle.

Rohm and Haas provides Dow with an excellent position in a number of industry segments that are poised for significant growth given long-term market megatrends, most notably in the electronic materials and coatings segments.  In addition to its leading platforms in these two important segments, Rohm and Haas has a strong presence in a number of other attractive areas such as water solutions, adhesives, personal care, biocides, and building and packaging materials.  The acquisition will unlock value from Dow’s existing portfolio by delivering a range of innovative new products and technologies to these high growth downstream sectors, while at the same time expanding the product offering for sale through Dow’s own existing market channels. 

Acquisition Will Deliver Significant Cost and Revenue Synergies

Dow expects the transaction to be meaningfully accretive to earnings in the second year following completion, with pre-tax annual cost synergies expected to be at least $800 million per year.  Key areas of cost savings include increased purchasing power for raw materials; manufacturing and supply chain work process improvements; and the elimination of redundant corporate overhead for shared services and governance.

Dow also anticipates that the transaction will produce significant revenue synergies, through the application of each company’s innovative technologies and as a consequence of the combined businesses’ broader product portfolio in key industry segments with strong global growth rates. In coatings, for example, combining Dow’s state of the art mechanical dispersions technology and high throughput research capability, with Rohm and Haas’ industry leadership in acrylic latexes, provides the opportunity to further develop differentiated solutions for coatings customers.  In the electronics industry, Dow’s leadership in polymer science will enhance Rohm and Haas’ development of display films and other electronic materials.  And Dow's Low Energy Substrate Adhesives technology for non-automotive applications and its INFUSE Olefin Block Co-Polymers technology and products can enhance and broaden Rohm and Haas' product offering for differentiated adhesives.

Best-in-Class Integration to Leverage Rohm and Haas’ Strengths

Dow will establish an advanced materials business unit at Rohm and Haas’ current headquarters in Philadelphia and intends to contribute complementary Dow businesses to Rohm and Haas’ existing portfolio, such as coatings, biocides and personal care.  The total revenue of this new unit will approach $13 billion.  Dow will retain Rohm and Haas’ corporate name for this advanced materials business unit in order to capitalize on the company’s well-established brand value. Two Rohm and Haas directors will join the Dow Board of Directors, to allow for the continued stewardship of Rohm and Haas’ corporate culture and assets, bringing the total size of Dow’s board to 14.

“Rohm and Haas is a first class company with a strong product portfolio, proven research and development capabilities and a highly talented workforce.  This acquisition affords us a tremendous opportunity to ensure the New Dow draws from the strengths of each of the two companies, capturing the best practices and the best people from each organization as we pursue our vision of becoming the largest, most profitable and most respected chemical company in the world,” said Liveris.

The transaction, which has been unanimously approved by the Boards of Directors of both companies, remains subject to approval by Rohm and Haas shareholders, customary conditions and receipt of regulatory approvals. The companies are targeting completion of the transaction by early 2009.

August 29, 2008 Dow Reichhold Specialty Latex

Dow Reichhold sells synthetic latex technology

Dow Reichhold Specialty Latex today announced the sale of nitrile butadiene synthetic latex product recipes, equipment and technology used in manufacturing dipped gloves to Bangkok Synthetics Co., Ltd. The sale is expected to close within 30 days. Dow Reichhold previously announced the cessation of all business activities and closure of its facilities before the end of 2008.

The assets purchased include process equipment located in Dow Reichhold plants in Chickamauga, Georgia, and Cheswold, Delaware. Bangkok Synthetics Co., Ltd. will relocate the equipment to Thailand.

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August 19, 2008 Dow Reichhold Specialty Latex

Dow Reichhold announces site closures, plans to cease all business activities

Dow Reichhold Specialty Latex, a 50/50 joint venture between The Dow Chemical Company and Reichhold, Inc., has announced the planned sale of certain business assets, the permanent closure of all facilities, and the intention to cease all business activities before the end of 2008.

The Dow Chemical Company intends to buy back those business assets originally contributed by Dow at the time of constitution of the joint venture, and will service the respective customers directly in the future. The sale is expected to close within 30 days.

Dow Reichhold is also pursuing the sale of certain other business assets originally contributed by Reichhold to the joint venture.

Dow Reichhold will close its headquarters in Research Triangle Park, North Carolina, U.S.A.; a manufacturing facility in Cheswold, Delaware, U.S.A.; the company’s Asia/Pacific offices in Penang, Malaysia; and a laboratory and office in Shanghai, China.

The company had previously announced the closing of its manufacturing operation in Chickamauga, Georgia, U.S.A.

The company employs 203 people worldwide.

Dow Reichhold Specialty Latex was formed in January 2002. The company manufactures and markets synthetic latexes used in adhesives, construction products, textiles and apparel products, synthetic latex gloves and dipped goods, flooring, automobiles, tapes and specialty papers and nonwovens.

　

October 15, 2008 　Dow Epoxy

Dow Epoxy and Shanghai Tian Yuan Huasheng Sign Long Term Raw Materials Supply Agreements for Two Proposed Plants in Shanghai

Dow Epoxy, a business unit of The Dow Chemical Company (“Dow”), has signed long term raw materials supply agreements with Shanghai Tian Yuan Huasheng Chemical Co., Ltd. (TYHSC：上海天原華勝化工公司) for its planned 100,000 MTPA liquid epoxy resin (LER) plant in 2010 and 150,000 MTPA glycerine-to-epichlorohydrin (GTE) plant in 2011 at Shanghai Chemical Industry Park (SCIP).

TYHSC will provide caustic soda and anhydrous HCL for the LER and GTE plants at SCIP and receive recycled brine from Dow for chlor-alkali production. The total contract value over 10 years is in excess of US$400 million. TYHSC, a wholly-owned subsidiary of Shanghai Chlor-Alkali Chemical Co., Ltd. (SCAC), is the newly-built production base of SCAC at SCIP.

The cooperation between TYHSC and Dow fully embodies the advantage of advanced production processes and supports the government’s efforts in building a “circular economy” whereby use of resources is being maximized and recycled as much as possible. The fact that TYHSC and Dow will be providing raw materials to each other supports that drive and also enables the two companies to benefit from site integration at SCIP as well.

Li Jun, General Manager of SCAC, said,“We are most grateful for the confidence and trust that Dow Epoxy has placed upon us. We’ll be working closely with the Dow Project team to carry out mutual support and common development, so as to ensure the stable, secure supply of raw materials to the new plant. We are fully convinced that TYHSC and Dow will become good and long-term partners.”

“A stable and trusted supplier is critical to the success of the LER and GTE plants and we’re pleased to have entered into a contractual relationship with such a strong partner as TYHSC,” said Noelle Walsh, global business director, Liquid Resins & Intermediates, Dow Epoxy.  “We have made tremendous progress since we announced the site location at SCIP last year.  The projects are moving full steam ahead and we expect to break ground in the first quarter of next year. The two new plants are well on track to come on stream in 2010 and 2011 respectively.”

Last month, Dow Epoxy announced that its LER and GTE projects had received approvals for their environmental impact assessments (EIAs) from the Chinese Ministry of Environmental Protection.

“With the long term agreement with TYHSC, I’m delighted to see that we’ve reached another significant milestone for the two new projects,” said Patrick Ho, Business Group President, Epoxy & Specialty Chemicals, The Dow Chemical Company. “The worldclass LER and GTE plants in Shanghai will further strengthen our ability to meet growing customer needs in China, particularly in the core markets of coatings, electrical laminates and civil engineering. These plants will put us in a unique competitive position characterized by innovation, stability and reliability.”

“With our proprietary GTE technology, we will cut chlorine consumption in half and produce 10 times less waste water, while also improving process efficiency and product quality,” added Walsh. “This technology is a prime example of Dow’s commitment to significantly reduce and conserve energy as part of its 2015 Sustainability Goals.”

Dow’s proprietary GTE technology is distinct from and an alternative to any GTE technology practiced today. Dow is actively pursuing patent protection on its developed GTE technology and will continue to file numerous patent applications to ensure a strong intellectual property position.

The cooperation between TYHSC and Dow also shows that SCAC will further implement the strategy of Shanghai Huayi (Group) Company which is firmly taking SCIP as its main base for future development. By consolidating its most competitive position in chlorine supply at SCIP, TYHSC will gain long-term and stable sales revenue and space for future development.

About Shanghai Chlor-Alkali Chemical Co., Ltd.

Shanghai Chlor-Alkali Chemical Co., Ltd. (SCAC), one of the biggest chlor-alkali producers and suppliers in China, mainly produces four series of caustic soda, chlorine, plastics and fine chemicals. Its main products, the Shen Feng brand caustic soda, SPVC and PPVC, are awarded as Chinese Famous Brand Products and are sold to more than 40 countries in five continents. As its comprehensive strength and capability ranks among the top of china chlor-alkali industry, SCAC is listed on Top 500 Enterprises in China Manufacturing Industry with the operating income of 5.1 billion RMB in 2007. SCAC, the Best Image Enterprise of Shanghai, vigorously takes “Self-urging, Striving for the Top-rank” as its spirit and “Rejuvenating China and Developing with China” as its core value.

In new era, SCAC, taking Shanghai Chemical Industry Park (SCIP) as its main base, spares no effort to promote a new round of development. Shanghai Tianyuan Huasheng Chemical Co., Ltd. (TYHSC), a wholly-owned subsidiary of SCAC, has gradually been the most competitive chlorine supplier at SCIP. As an important part of product chain at SCIP, TYHSC formed the cooperative partnership with leading international chemical companies. SCAC will continue to strengthen foreign cooperation and exchange, and aspire to work with new partners at SCIP for a bright future.

2008/11/13 Dow

Dow Announces Post Close Organization for Rohm and Haas
　　Advanced Materials Division
　　Marking Major Step in Dow’s Transformation to an Earnings Growth Company

The Dow Chemical Company announced today the anticipated post close organization for the previously announced Rohm and Haas Advanced Materials Division, which will take effect following the regulatory approval and close of Dow’s pending acquisition of Rohm and Haas. Closing is targeted for early 2009. Pierre Brondeau, currently president and chief operating officer of Rohm and Haas, will lead the Rohm and Haas Advanced Materials Division of Dow.

“Establishing the organization for the new Rohm and Haas Advanced Materials Division will represent another important milestone in Dow’s transformation to becoming an earnings growth company,” said Dow Chairman and CEO Andrew N. Liveris. “This new division, with its strong leadership, will represent the preeminent advanced materials solutions provider. It will be a dynamic, profitable and widely respected industry leader.”

Drawing on the complementary strengths of both Rohm and Haas and Dow, the new division will be comprised almost equally of Businesses and key leaders from each company. The Rohm and Haas Advanced Materials Division will be structured into six Business Groups. Each Business Group will be built with differentiated, specialized technologies and products designed to leverage complementary market positions. The Business Groups and their leaders are:

* Coatings, which will be led by Luis Fernandez (Rohm and Haas)
* Building and Construction, which will be led by Torsten Kraef (Dow)
* Paper and Textiles, which will be led by Philippe Raynaud de Fitte (Dow)
* Specialty Packaging and Films, which will be led by Patrice Barthelmes (Rohm and Haas)
* Designed Polymers and Separation Technologies, which will be led by Peter Davies (Dow)
* Electronic Materials, which will be led by Yi Hyon Paik (Rohm and Haas)

In addition to his business responsibilities, Patrice Barthelmes will be responsible for European operations for the Rohm and Haas Advanced Materials Division.

Mark Douglas, Vice President Asia Pacific Region, will lead the Asia Pacific Region for the new division, a position he currently holds with Rohm and Haas. He will continue to be based in Shanghai and will coordinate the growth agendas in this rapidly developing economy.

“The individuals appointed to lead the Business Groups of the new Rohm and Haas Advanced Materials Division are proven leaders with exceptional industry knowledge. Together they will form the premier team in the specialty materials marketplace and will work to achieve the aspirations of this new division,” said Liveris.

December 01, 2008 Dow

Dow and PIC of Kuwait Sign Binding Joint Venture Agreement to Launch K-Dow Petrochemicals

The Dow Chemical Company (Dow) and Petrochemical Industries Company (PIC), a wholly owned subsidiary of Kuwait Petroleum Corporation (KPC), today announced that they have signed the Joint Venture Formation Agreement and other key definitive agreements regarding the formation of K-Dow Petrochemicals, a 50:50 joint venture that will be the leading global supplier of petrochemicals and plastics.

It is expected that the new company will begin operations no later than January 1, 2009, with closing on that date as articulated in the December 13, 2007 MOU announcement.

K-Dow will be a leading global supplier of essential petrochemicals and plastics and will manufacture and market polyethylene, ethyleneamines, ethanolamines, polypropylene and polycarbonate, and will also license polypropylene technology and market related catalysts.

“The signing of these documents is the critical step in the formation of K-Dow, which will immediately become a leading petrochemicals supplier globally,” said Andrew N. Liveris, Dow chairman and chief executive officer. “The formation of K-Dow Petrochemicals will be a critical milestone in Dow’s transformation into an earnings growth company. This is a giant step in our strategy of growing our Basics businesses through joint ventures, reducing our capital intensity, and freeing up $9 billion in pre-tax cash proceeds to invest in our Performance businesses. We have effectively set the stage for our next major landmark ? completing the proposed acquisition of Rohm and Haas in early 2009.”

“I am very pleased with the outcome of our due diligence and thorough preparation to launch K-Dow Petrochemicals. The K-Dow joint venture will not only diversify Kuwait’s national economy, but it will also position Kuwait as a leader on the global business stage,” said Maha Mulla Hussain, Chairman and Managing Director of PIC. “Through the K-Dow joint venture, PIC, in pursuit of its long term strategy, will enter a new arena of petrochemical products based on leading global technologies. This represents the best option for PIC to achieve a leading position in petrochemicals and to optimize growth between our connecting businesses of oil refining and basic petrochemicals while building on our long-standing, positive relationship with Dow.”

The total enterprise value of the Dow businesses going into K-Dow is approximately $17.4 billion. This equates to $8.72 billion for each shareholder. The final proceeds of the transaction include usual adjustments of $1.2 billion, related to working capital and net debt.

Upon closing of the transaction, each shareholder plans to receive a $1.5 billion special cash distribution, paid by K-Dow.

The gross payment by PIC is expected to be approximately $7.5 billion, with the net payment of $6 billion, including the special cash distribution from K-Dow.

Dow expects to receive $9 billion in total pre-tax proceeds related to the transaction. These proceeds include the special cash distribution from K-Dow of $1.5 billion.

Dow and PIC also announced today that two of their existing 50:50 joint ventures will be moved into K-Dow: MEGlobal, a world leader in ethylene glycol, and Equipolymers, a supplier of PET resins. K-Dow will have estimated sales of $11 billion and with the addition of MEGlobal and Equipolymers the total annual revenue of K-Dow will be $15 billion.

The K-Dow transaction has received regulatory approvals from the U.S. Federal Trade Commission and the European Commission, and also received clearance from the U.S. Committee on Foreign Investment in the United States (CFIUS), but remains subject to customary closing conditions.

About the Products in the Venture

Polyethylene and polypropylene comprise more than half of world polymer demand. Polyethylene is the most widely used of all plastics and can be found in everyday products from food packaging, milk jugs and plastic containers to pipes and liners. Polypropylene is a versatile plastic used in fibers, packaging films, non-wovens, durable goods, automotive parts, and consumer applications.

Polycarbonate is an engineering thermoplastic used in applications such as optical media, electrical and lighting. Amines are a family of chemicals with a broad range of properties, used in various applications from wood treating and pharmaceutical processing, to coatings and consumer products.

Monoethylene glycol and diethylene glycol, collectively known as ethylene glycol, from MEGlobal are used as a raw materials in the manufacture of polyester fibers, polyethylene terephthalate resins (PET), antifreeze formulations and other industrial products. PET resins from Equipolymers are used in beverage bottles and other applications.

Dec 04, 2008 Houston Chronicle 　

Dow will cut production, contract jobs at Freeport complex

Dow Chemical Co. plans to slash production and cut contract workers at its massive Freeport complex amid a recession-fueled drop in demand for autos and other consumer goods that contain the company's products, the company said Wednesday.

The largest U.S. chemical maker will cut output at the complex to less than 40 percent of capacity from Dec. 15 to Jan. 5 and send home a "significant portion" of its 4,000 contract workers, said Tracie Copeland, a Dow spokeswoman in Freeport.

She said the company was still identifying workers with essential expertise who could not be replaced.

It was not clear whether the company expects to rehire the contractors affected. Copeland said the company will evaluate what action is needed once the Dec. 15-Jan.5 period elapses.

None of Dow's 4,500 full-time employees in Freeport will be laid off, but the company is asking nonessential employees to work from home, take vacation or consider other paid leave while the facility is partially down.

"We'll be operating our facilities with the number of people just required to do what the market demands," Copeland said.

Midland, Mich.-based Dow is one of several major chemical makers that have announced cost cuts in response to the global economic downturn, including rival BASF, which said last month it was temporarily cutting production in Freeport and other Texas sites.

Last month, hinting at cutbacks, Dow Chairman and Chief Executive Andrew Liveris promised "bold and proactive measures" to see the company through "these extremely challenging times."

The company, with annual sales of $54 billion and 46,000 employees worldwide, said it would look at all options to reduce costs and eliminate or defer capital spending.

The Freeport complex is a sprawling campus comprising 75 production units that make everything from automotive plastics and chlorine to agricultural chemicals for herbicides.

During the partial shutdown, some units will remain fully operational, while others will be taken down completely, Copeland said.

Dow relies on more than two dozen contract firms to perform services at the site, including Gulf States, a Freeport-based industrial maintenance firm, and Troy, Mich.-based staffing giant Kelly Services, Copeland said.

Gulf States and Kelly Services officials could not be reached Wednesday.

Copeland said contract companies were told Wednesday morning about the Dow cutbacks, but Dow did not issue a public announcement.
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Platts 2008/12/4

Cutbacks at Texas City were also expected although details were not available.

Dow Texas Operations has never had such a significant cut in production in its 67-year history, the report explained, but officials expected the site to rebound from the economic situation and employ just as many workers as it once did.


At Texas City, Dow has the capacity to producer 720 million lbs/year of VAM and 150 million mt/year of chemical grade propylene.

In Freeport, the company can manufacture up to 3.4 billion lbs/year of ethylene; 560 million lbs/year of solution PE (LLD/HDPE); 660 million lbs/year LDPE; 915 million lbs/year of MEG; 1.267 billion mt/year of polymer grade propylene and 1.4 billion lbs/year of styrene monomer.

December 24, 2008 Dow

Statement of The Dow Chemical Company on Joint Venture Agreement with Petrochemical Industries Company (PIC) of Kuwait

Andrew Liveris, Chairman and CEO of The Dow Chemical Company, issued the following statement today on the current discussion and debate over the Company’s joint venture agreement with Kuwait’s Petrochemical Industries Company (PIC).

“Among the accomplishments I am most proud of since becoming Dow’s Chairman and Chief Executive Officer in 2005, has been the strong and growing economic relationship between our company and our business partners in Kuwait,” Liveris said. “Since the early 1990s we have worked together to establish four joint ventures, each of which has created economic development and prosperity and established the State of Kuwait as one of the leading petrochemical producers in the world.”

“In recent weeks there has been much discussion and debate about whether a fifth partnership to establish a new joint Kuwaiti-American company - K-Dow Petrochemicals - is in the long-term interest of the people of Kuwait,” Liveris continued.

“As the person who often sat at the table while the details of this joint venture were being settled, I know from personal experience that our Kuwaiti partners negotiated with tenacity and resolve to assure the company we were building together would be one that would be worthy of the immense talent and energy Kuwaiti men and women who would become its foundation.”

Dow has also issued the following responses to issues related to the joint venture recently reported in the media:

1. The deal is solid and was thoroughly and fairly negotiated

• Negotiations between the two parties began over two years ago.
• This transaction was originally announced in December 2007 and has proceeded through many regulatory requirements in Kuwait AND in the European Union and the United States and culminated in the signing of a definitive agreement which was signed by both parties on December 1, 2008. The process and progress has also been covered widely in the news media over the entire timeline.
• PIC and KPC have followed all required approvals and disclosures within Kuwait as required by law, including reviews with the Oil Ministry, Supreme Petroleum Council, KPC Board of Directors and PIC Board of Directors.
• PIC/KPC enlisted the services of two world-class advisors on the deal, which helped ensure a fair agreement for both parties could be reached. J.P. Morgan and PriceWaterhouseCoopers are well-known and world-class in assessing valuations and ensuring fairness of transactions.
• PIC/KPC enlisted the services of more than 300 advisors from these two companies and others, such as world class legal advisors of Ashurst and Baker Botts led by James A. Baker IV.
• Dow populated a data room with more than 140,000 pages of information for PIC/KPC and their advisors to review, and Dow answered more than 3,000 questions about the transaction during the 8 months of negotiations.

2. Exceptional value for price paid

• K-Dow will strengthen their existing businesses faster than either Dow or PIC could alone. The J-V will maximize its competitive advantage in both emerging and established geographies. This new venture will benefit from PIC's commitment to global petrochemicals growth, KPC's position as a top 10 global energy company and Dow's petrochemical leadership.
• The long-term fundamental value of K-Dow, and the opportunity for PIC, remains intact. PIC is getting:
  • Leading market positions in several petrochemical product families, including the #1 position in polyethylene, the world’s most common plastic, OVERNIGHT.
  • If K-Dow were a publicly traded company it would be a Fortune 200 company on Day 1!
  • A strong global footprint in petrochemicals
  • Significant growth prospects
  • The Polyethylene business historically has grown above GDP on an annual basis, and has been one of Dow’s most profitable, cash-generating businesses.
  • This transaction also fits PIC’s strategy and Kuwait’s desire to diversify its economy by integrating downstream in the chemical chain
• "The valuation for this deal is in line with previous deals in the chemical industry, if not better. In fact, it is approximately 30 % lower than Sabic's acquisition of GE Plastics.
• Kuwait is paying a net $6 billion (USD) for the deal ? $3.5 billion less than originally announced a year ago. Because of the changes in the financial landscape, PIC’s payment to participate in this global venture was reduced from $9.5B to 6B, (when the special distribution payment of $1.5B to PIC in 1Q is delivered), resulting in PIC owning 50% of a global value-creating company with $15B in sales.
• The numbers being compared are the public market valuations for the entirety of The Dow Chemical Company (not the K-Dow portion) and are based on the volatile nature of the stock market. These numbers are not the value of Dow’s actual assets nor of those going into the joint venture.
• Nearly all companies globally have lost ‘valuations’ as the financial crisis has unfolded. At this point in time, there is a disconnection in the public market values of companies versus their intrinsic asset values. Another way of making this point is the sum of many companies assets are worth more than their value in the open market at the present time.
• Reports published in the past week by leading chemical sector securities analysts suggest PIC negotiated well, and the deal was fair and equitable.
  • Analysts #1 comments: The closing price and net proceeds are a bit lower than expected for Dow; however, given recent market environment, we view this as a very fair deal for both parties. We believe this JV will be a world class player in the olefins/polyolefins chain in the future, due to its advantaged feedstock’s for growth opportunities, strong management with a history of operational excellence, and a lean, flexible financial position.
  • Analyst #2 comments: New terms are less favorable to Dow. The re-cut deal suggests K-Dow will proceed, albeit on terms more favorable to PIC (Kuwait).

3. K-Dow will be good For Kuwait

• Kuwait, through Petrochemical Industries Company, will become a major player in the global petrochemicals industry, through K-Dow. K-Dow will be the largest polyethelyne producer in the world.
• 90% of Dow’s PE/PP capacity is in the 1st Quartile for Manufacturing costs based on 2007 Townsend Benchmark as compared to their peers.
• Dow will bring it’s long-standing reputation for well-run plants and good, safe and reliable operations to PIC.
• This venture will expand Kuwait’s influence around the globe -- beyond the oil industry, into the downstream industries of petrochemicals on a global scale. Kuwaitis will share pride in being part of a global industry leader.
• K-Dow will have a full slate of growth projects ready to go on Day 1. With opportunities from China to Brazil to North Africa and the Middle East, K-Dow is positioned for success. In my view, 50% of the earnings of this great company will be worth more to Dow than 100% of what these businesses could create on their own.
• K-Dow is good for Kuwait. It will contribute to the development of the Kuwaiti economy by continuing the diversification and development of Kuwait’s downstream economy. Downstream industries are more job-intensive, thereby creating more employment opportunities for people.
• It will create new employment opportunities around the world for Kuwaitis and enable the transfer of knowledge and training to Kuwaitis for long-term success. Kuwaitis who join K-Dow will have the chance to gain broad global experience -- working with K-Dow customers and other partners in Asia, Europe, Latin America and North America, in addition to the Gulf Region, to further Kuwait’s goal of driving private employment (verses government) which will increase Kuwait’s total competitiveness and reduce it’s reliance on Expatriates.
• K-Dow will join PIC’s other successful joint ventures with Dow: EQUATE, MEGlobal, Equipolymers, The Kuwait Olefins Company (TKOC), The Kuwait Styrene Company (TKSC)
• The name “K-Dow” was chosen to symbolize the combination of two great strengths: Kuwait plus Dow. K-Dow = Kuwait’s experience and capabilities + Dow’s existing businesses in plastics and chemicals
• Giving back to Kuwait. During 2009, K-Dow will identify opportunities for PIC to give back and contribute in Kuwait ? through sponsorships, donations and internship programs for Kuwaiti students; both ‘parents’ of K-Dow (PIC and DOW) have a strong and generous reputation of supporting Kuwait and its people.

4. The Dow Chemical Company has been good for Kuwait

• Dow was a premier sponsor of the Kuwait America Foundation dinner earlier this year (March 12, 2008) in Washington, DC. This event helped to raise over $1,000,000 for Kuwaiti and Arab charities.
• Dow has a partnership with the Lothan Youth Achievement Center (LoYAC) of Kuwait, who is a proud supporter of the Kuwaiti people and we are proud to partner with them.
• Dow is currently the lead sponsor for LoYAC’s Center for Performing Arts and the F1 School Challenge. In 2009 we are studying the sponsorship of programs such as the International Internship, International Volunteering and ‘Service Is My Duty’ as they follow Dow’s community sustainability ethos more closely.
• We will participate, at the gold level, in the Kuwait Environmental Campaign -- a strategic project to protect the environment
• Dow is also a Gold sponsor of the National Manpower “Challenge” Program, aimed at promoting national employment in the private sector in Kuwait.

5. K-Dow will make products that are part of daily life

• Polyethylene and polypropylene comprise more than half of world polymer demand. PE is the most widely used of all plastics and can be found in everyday products from food packaging, milk jugs and plastic containers to pipes and liners. PP is a versatile plastic used in fibers, packaging films, non-wovens, durable goods, automotive parts, and consumer applications.
• Amines (EA and EOA) are a family of chemicals with a broad range of properties, used in various applications from wood treating and pharmaceutical processing, to coatings and consumer products.
• Polycarbonate is an engineering thermoplastic used in applications such as optical media, electrical and lighting.
• EG is a key raw material used in a wide variety of products and applications including the manufacture of polyester fibers, polyethylene terephthalate resins (PET), antifreeze formulations and other industrial products.
• PET resins are used in beverage bottles and other applications.