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Regarding Draft Resolutions for the General Meeting of Shareholders Convened on 30 June 2025
Globenewswire· 2025-05-28 13:50
Group 1 - The Company intends to consider the delisting of all outstanding shares from trading on the regulated market AB Nasdaq Vilnius at an extraordinary general meeting scheduled for 30 June 2025 [1] - Shareholders wishing to vote "for" the delisting decision are encouraged to submit their draft resolutions by 5 June 2025 [1] - A letter from shareholder AB "HISK" has been received regarding the provision of draft decisions for the upcoming meeting [1] Group 2 - The draft resolution proposes to initiate the delisting of all outstanding shares from trading on the regulated market AB Nasdaq Vilnius [2] - Article 33(7) of the Law of the Republic of Lithuania on Securities requires shareholders voting "for" the delisting to submit a tender offer, but the proposal allows AB "HISK" to submit the tender offer while other shareholders retain the right to sell their shares during the tender offer [3] - The decisions regarding delisting and the related tender offer are valid only if the tender offer price does not exceed the established price [3] Group 3 - The tender offer price for delisting will be set at EUR 0.735, which includes a 33% premium over the fair price of EUR 0.553 as per the relevant legal provisions [4] - The draft resolution authorizes the General Manager of the Company to take necessary actions and submit documents for the delisting process after the tender offer is implemented [5][6]
Dow Announces the Pricing of its Cash Tender Offer
Prnewswire· 2025-03-11 20:30
Core Viewpoint - The Dow Chemical Company ("TDCC") has announced a tender offer to purchase certain debt securities for an aggregate consideration of up to $1.0 billion, which includes securities from its subsidiaries Rohm and Haas and Union Carbide Corporation [1][10]. Group 1: Tender Offer Details - The tender offer is part of TDCC's strategy to manage its debt and is detailed in the Offer to Purchase dated February 25, 2025 [1][10]. - The early participation date for the tender offer was set for March 10, 2025, and the expected early settlement date is March 13, 2025 [5][6]. - Holders of validly tendered securities will receive total consideration in cash, which includes an early participation amount of $30 per series of securities [4][6]. Group 2: Securities Information - The tender offer includes various series of securities, with specific amounts and terms outlined, such as the 0.500% Notes Due 2027 and the 7.850% Debentures Due 2029, which have been accepted for purchase [3][9]. - The total consideration for each $1,000 or €1,000 principal amount of securities validly tendered includes accrued interest from the last payment date to the early settlement date [7][8]. - Due to the tender cap, not all tendered securities will be accepted; only specific amounts of certain securities will be purchased on a prorated basis [9]. Group 3: Financial Management - TDCC has retained Citigroup Global Markets Inc. and HSBC Securities (USA) Inc. as joint lead dealer managers for the tender offer, indicating a structured approach to managing the transaction [11]. - The company aims to optimize its capital structure through this tender offer, reflecting a proactive stance in financial management [1][10]. Group 4: Company Background - Dow Inc. operates as a leading materials science company with a focus on high-growth markets, achieving approximately $43 billion in sales in 2024 [14]. - Rohm and Haas and Union Carbide Corporation are wholly owned subsidiaries of TDCC, contributing to its diversified portfolio in chemicals and polymers [15].