Huntsman Corp Announces Merger With Olin; Proxy Supplemented After Lawsuits

What Happened

• Huntsman Corporation confirmed its previously announced merger-of-equals transaction with Olin Corporation (Merger Agreement dated June 15, 2026) and filed a supplement to the joint proxy/prospectus. Olin’s Form S-4 was filed July 2, 2026 and declared effective by the SEC on July 13, 2026. Special meetings of Huntsman stockholders and Olin shareholders are scheduled for August 25, 2026 to vote on the merger and related proposals.
• The supplement adds and clarifies disclosures in the joint proxy regarding the financial advisors’ analyses and assumptions (Lazard, Citi and Morgan Stanley), and was made after Huntsman received shareholder demand letters and several lawsuits challenging the proxy disclosures.

Key Details

• Filing and meeting dates: Registration Statement (Form S-4) filed July 2, 2026 and declared effective July 13, 2026; special stockholder/shareholder meetings set for August 25, 2026.
• Shareholder litigation and demands: Two complaints were filed against Huntsman in New York (Jackson v. Huntsman and Thompson v. Huntsman, both filed July 30, 2026) and one complaint was filed against Olin in Missouri (Palmer v. Babcock, Aug. 11, 2026); Huntsman also received demand letters alleging disclosure omissions.
• Board position and purpose of supplement: Huntsman’s board continues to unanimously recommend stockholders vote “FOR” the merger, the advisory compensation proposal and the adjournment proposal; the company voluntarily supplemented the joint proxy to avoid delay, expense or distraction (while denying the allegations).
• Financial-advisor updates and valuation inputs: Lazard disclosed net-debt/other items of approximately $2,804M for Olin and $1,908M for Huntsman (as of March 31, 2026) and provided fully diluted share ranges (Olin ~117.5–118.0M; Huntsman ~178.1–178.2M). Citi and Morgan Stanley used ~178M fully diluted Huntsman shares and ~118M fully diluted Olin shares in analyses. Reported advisor implied equity ranges include Citi’s DCF-implied Huntsman $15.20–$21.80/share and Olin $41.40–$56.30/share, and Morgan Stanley’s discounted-value ranges of Huntsman $12.00–$19.25/share and Olin $29.00–$45.75/share (rounded).

Why It Matters

• Litigation and shareholder demands can delay or seek to enjoin the merger vote; Huntsman voluntarily amended and supplemented the joint proxy to add advisor assumptions and clarity in an effort to reduce the risk of delay and related costs.
• The supplemental disclosures update key valuation inputs (share counts, net debt, advisor valuation ranges and selected public-company multiples), giving investors clearer context for the deal’s implied equity values and exchange-ratio analyses.
• The Huntsman board’s unanimous recommendation and the scheduled August 25, 2026 votes remain the current path to close the transaction, but outcomes could be affected by pending or future litigation or by vote results.