Olin Corp Amends Proxy for Huntsman Merger After Stockholder Lawsuits

What Happened

• Olin Corporation filed an 8-K (Item 8.01) on Aug. 18, 2026 supplementing the definitive joint proxy statement/prospectus for its proposed "merger of equals" with Huntsman Corporation. The S-4 registration statement was declared effective July 13, 2026 and special meetings of Olin shareholders and Huntsman stockholders are scheduled for Aug. 25, 2026.
• The supplement follows two shareholder lawsuits filed in New York against Huntsman (Jackson and Thompson, July 30, 2026) and a shareholder lawsuit filed in Missouri against Olin (Palmer, Aug. 11, 2026) alleging disclosure omissions; Huntsman also received demand letters claiming disclosures were incomplete. Olin and Huntsman say the claims lack merit but voluntarily supplemented disclosures to avoid delay and expense.

Key Details

• Board recommendation: Olin’s board continues to unanimously recommend shareholders vote “FOR” the direct merger proposal, subsidiary merger proposal, advisory compensation proposal and the adjournment proposal.
• Valuation/analysis updates: the supplement adds and clarifies assumptions used by financial advisors (Lazard, Citi, Morgan Stanley), including share counts and balance-sheet items used in discounted cash flow and comparable company analyses.
  • Lazard used net debt/other items of ~ $2,804 million (Olin) and ~ $1,908 million (Huntsman) as of March 31, 2026 and fully diluted share ranges of ~117.506–117.961M (Olin) and ~178.068–178.241M (Huntsman).
  • Citi and Morgan Stanley assumed ~178M fully diluted Huntsman shares and ~118M fully diluted Olin shares for analyses.
  • Implied valuation ranges disclosed: Citi DCF ranges (rounded) — Huntsman ~$15.20–$21.80/share; Olin ~$41.40–$56.30/share. Morgan Stanley ranges — Huntsman ~$12.00–$19.25/share; Olin ~$29.00–$45.75/share.
• Other clarifications: updated public-company multiples/tables, treatment of certain tax and one-time cost assumptions, and disclosure that no revenue synergies were estimated by either company’s management.

Why It Matters

• Litigation and demand letters can delay or complicate shareholder votes and the closing of the merger; the lawsuits seek corrective disclosures and could seek to enjoin the vote or seek damages if the deal closes. Olin’s voluntary supplement is intended to address alleged disclosure gaps and reduce the chance of delay, but defendants maintain the claims are without merit.
• The supplemental disclosures change or clarify key valuation inputs and ranges used by financial advisors. That information is material to shareholders evaluating the fairness of the exchange and the financial rationale for the merger, and could influence voting decisions or further litigation arguments.
• Practical takeaway for investors: review the updated joint proxy/prospectus (S-4) and the 8-K supplement before voting; the special meetings are scheduled for Aug. 25, 2026 and Olin’s board recommends voting in favor of the merger-related proposals.