PPG Industries today announced the successful closing of the previously announced separation of its commodity chemicals business and merger of its wholly-owned subsidiary, Eagle Spinco, with a subsidiary of Georgia Gulf Corporation. Pursuant to the merger, Eagle Spinco, the entity holding PPG’s former commodity chemicals business, is now a wholly-owned subsidiary of Georgia Gulf. The closing of the merger followed the expiration of the related exchange offer and the satisfaction of certain other conditions. The combined company formed by uniting Georgia Gulf with PPG’s former commodity chemicals business will be named Axiall Corporation and will be traded on the New York Stock Exchange under the ticker symbol AXLL.
In the merger, each share of Eagle Spinco common stock was automatically converted into the right to receive one share of Georgia Gulf common stock. As a result, PPG shareholders who tendered their shares of PPG common stock as part of the exchange offer received 3.2562 shares of Georgia Gulf common stock for each share of PPG common stock exchanged and accepted by PPG.
Pursuant to the exchange offer, which expired today at 8:00 a.m., EST, PPG has accepted 10,825,227 shares of PPG common stock in exchange for 35,249,104 shares of Eagle Spinco common stock. Because more than 10,825,227 shares of PPG common stock were tendered, all shares of Eagle Spinco common stock owned by PPG are being distributed in the exchange offer, and no shares of Eagle Spinco common stock were distributed as a pro rata dividend.
In connection with the separation of PPG’s commodity chemicals business and its merger with Georgia Gulf, PPG also received approximately $900 million in cash. As a result of the successful exchange offer, PPG will reduce its outstanding shares of common stock by 10,825,227 shares, or approximately 7 percent.
PPG will report the results of its commodity chemicals business for January 2013 and a net gain resulting from the separation as results from discontinued operations when it reports its results for the quarter ending March 31, 2013. In the PPG results for prior periods, presented for comparative purposes beginning with the first quarter 2013, the results of its former commodity chemicals business will be reclassified from continuing operations and presented as the results from discontinued operations.
