Why does Dow want to buy Rohm and Haas? Was the $78 per share bid reasonable? Why was the deal structured as all cash?
Dow Chemical (“Dow”) wants to acquire Rohm and Haas (“Rohm”) for its strong operational and strategic fit. When Liveris became Chairman and CEO of Dow, he shifted the focus to growth and profitability by becoming an asset light producer of commodity chemicals and becoming a high-valued-added producer of specialty chemicals and advanced materials. This combination is a step in that direction that would bring together best-in-class products and technologies, broad geographic reach, and strong industry channels for growth opportunities. Rohm would also expand Dow’s network into emerging markets and alter Dow’s earnings profile by increasing the growth rate and reducing the cyclicality of the chemicals portfolio. The growth synergies driven by expanded product portfolios, innovative technologies, increased geographic reach, and improved market channels were expected to generate $2 - $2.6 billion in additional value. Also, after a one-time restructuring cost of $1.3 billion, Dow expects to generate at least $800 million in annual cost synergies.
On a Rohm stand-alone basis, the free cash flow analysis (Exhibit 1) shows that Rohm has an implied per share price of $46.48, which is roughly in line with Rohm’s stock price one day before deal announcement of $44.83. However, when factoring the $11.78 in growth synergies and $34.84 in cost synergies, it yields an implied per share price of $93.10, which puts the cash bid at a 16% discount to the value including synergies. When using Rohm’s stock price one day before deal announcement and adding the synergies to the stock price (Exhibit 1), it shows an implied per share price of $91.45, which implies that the bid is at a 15% discount to the value including synergies. By analyzing the implied prices, one