Merger Agreement Between Huntsman Corporation and Olin Corporation

Huntsman Corporation and Olin Corporation have entered into an Agreement and Plan of Merger, outlining an all-stock merger of equals. The transaction will be structured as either a direct merger of Huntsman into Olin or a two-step subsidiary merger. Key terms include an exchange ratio of 0.5476 shares of Olin common stock for each share of Huntsman common stock. The boards of directors of both companies have unanimously approved the merger. The combined company will be named "OlinHuntsman Corporation" and headquartered in The Woodlands, Texas. Governance of the combined company will involve a ten-member board with representation from both current boards, and leadership roles have been designated for key executives from both companies. The agreement includes customary representations, warranties, and covenants, along with conditions for closing the transaction, such as regulatory approvals and shareholder votes. Termination clauses and potential termination fees are also detailed. The filing also mentions a voting and support agreement entered into by Olin and certain Huntsman stockholders.