Crystallizing Dow’s Transformation: The Acquisition …library.corporate-ir.net/library/80/800/80099/items/...Crystallizing Dow’s Transformation: The Acquisition of Rohm and Haas

Crystallizing Dow’s Transformation: The Acquisition of Rohm and HaasAndrew N. LiverisChairman and Chief Executive Officer

July 10, 2008

2July 10, 2008

SEC Disclosure Rules

► Some of our comments today may include statements about our expectations for the future. Those expectations involve risks and uncertainties. Dow cannot guarantee the accuracy of any forecasts or estimates, and we do not plan to update any forward-looking statements if our expectations change. If you would like more information on the risks involved in forward-looking statements, please see our annual report and our SEC filings.

► In addition, some of our comments may reference non-GAAP financial measures. Where available, a reconciliation to the most directly comparable GAAP financial measures and other associateddisclosures are provided on the internet at www.dow.com in the Financial Reports page of the Investor Relations section.

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4July 10, 2008

ProductsProducts

SolutionsSolutions

SystemsSystemsBASICSBASICSFEEDSTOCKSFEEDSTOCKS PERFORMANCEPERFORMANCE MARKET

FACINGMARKET FACING

Technology and R&DTechnology and R&D

JOINTVENTURES

JOINTVENTURES

JOINTVENTURES

JOINTVENTURES

Dow’s Strategy

• Grow Performance and Specialties

• Strengthen competitiveness of Basics

5July 10, 2008

CEO Priorities for 2008►Maintain focus on financial discipline

►Close on PIC joint venture

►Transform our earnings profile

6July 10, 2008

Rohm and Haas

►Premier advanced materials and specialty chemicals company

►2007 sales of $8.9 billion

►Leading positions in electronics and coatings

►Headquartered in Philadelphia, located in27 countries

►15,700 employees

►Established in 1909

7July 10, 2008

The Ideal Company for Dow’s Transformation

►High quality global advanced materials company with a rich heritage

►Attractive presence in innovative specialty businesses

► Impressive financial profile

►Global reach into emerging markets

►Well-established culture of innovation

►Strong, experienced leadership team

8July 10, 2008

Game Changing Transaction

►A defining step in Dow’s transformation to a high growth, diversified chemicals and materials company

►An unbeatable combination – building on strengths of each other

►A highly sought after and previously unobtainable enterprise►Creates the global leader in specialty chemicals and

advanced materials►A world class portfolio with significant growth synergies►Delivers significant value for all shareholders

9July 10, 2008

Portfolio Transformation

Dow As Is Pro Forma Dow Post PIC JV / Rohm and Haas

2007 Revenues

2007 EBITDA

Dow As Is Pro Forma Dow Post PIC JV / Rohm and Haas

BasicsPerformanceData Excludes Unallocated

51% 49%69%

31%

52% 48% 67%33%

A Powerful New Dow

Feedstock-Driven Businesses Market-Driven Businesses

IndustryGrowth Rates

Asset LightAsset LightJointJoint

VenturesVentures

Chemicals,Chemicals,PetrochemicalsPetrochemicals& Feedstocks& Feedstocks

PerformancePerformanceProductsProducts

Health &Health &AgricultureAgriculture

ElectronicElectronicMaterialsMaterials

SpecialtySpecialtyMaterialsMaterials CoatingsCoatings

GDPGDP 5%5% 66--8%8% >8%>8%

Rohm and HaasRohm and HaasAdvancedAdvancedMaterialsMaterials

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11July 10, 2008

Strategic Rationale

►Accelerates growth through strong operational and strategic fit

►Creates new leadership positions in key industry growth segments

►Opens new channels for existing products and technologies

►Strengthens presence in rapidly developing economies

►Fuels innovation engine

►Delivers more stable earnings with higher growth

12

SIGNIFICANTGrowth Synergies

13July 10, 2008

Growth Synergies

►$2.0 – $2.6 billion in additional value creation– Broader product portfolio, technologies, geographic reach

and market channels – Enhanced leadership positions in key industry segments

►$1.7 billion combined R&D investment– Among the largest in the industry

►Key opportunities for growth– Electronic Materials − Specialty Chemicals – Coatings − Specialty Packaging

Growth in Electronic Materials

Leader in Photoresist MaterialsLeader in Photoresist Materials

Printed Circuit Board MaterialsPrinted Circuit Board Materials

Advanced electronic low K Technology (SiLK)Advanced electronic low K Technology (SiLK)

Epoxy Resin TechnologyEpoxy Resin Technology

Display FilmsDisplay Films Polymer SciencePolymer Science

Electronic Process ChemicalsElectronic Process Chemicals State of the Art High Throughput Research CapabilitiesState of the Art High Throughput Research Capabilities

Next GenerationIntegrated CircuitsNext Generation

Integrated Circuits

Next GenerationIntegrated Circuits

Packaging

Next GenerationIntegrated Circuits

Packaging

Advanced DisplayFilms & Materials

Advanced DisplayFilms & Materials

Advanced AncillaryElectronic ChemicalsAdvanced Ancillary

Electronic Chemicals

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Growth in Coatings

Acrylic LatexesAcrylic Latexes

WaterborneCoating Materials

WaterborneCoating Materials

Next generation Epoxyand Polyurethane TechnologyNext generation Epoxyand Polyurethane Technology

Leading Position inAcrylic Market Segments

Leading Position inAcrylic Market Segments

Next generation process TechnologyNext generation process Technology

Leading Position inCoating Materials

Leading Position inCoating Materials

High Throughput Research CapabilitiesHigh Throughput Research Capabilities

Accelerated Growth in New Applications

Accelerated Growth in New Applications

Most InnovativeMaterials OfferingMost Innovative

Materials Offering

High Performance and Lowest Cost

High Performance and Lowest Cost

Leading Technologiesand Market Position

Leading Technologiesand Market Position Unique ChemistriesUnique Chemistries

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Growth in Specialty Packaging

Differentiated AdhesivesDifferentiated Adhesives

Specialty AcrylatesSpecialty Acrylates Advanced PolymersAdvanced Polymers

Formulation TechnologyFormulation Technology

Broad Technology PlatformBroad Technology Platform

Low Energy Substrate Adhesives and Olefin Block Co-PolymersLow Energy Substrate Adhesives and Olefin Block Co-Polymers

PerformanceAdhesives

PerformanceAdhesives

Growth in Differentiated Products

Growth in Differentiated Products

Accelerated DevelopmentAccelerated

Development

MarketPull-through

MarketPull-through

Building and ConstructionChannel AccessBuilding and ConstructionChannel Access


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Growth in Specialty Chemicals

Acrylate ChemistryAcrylate Chemistry

Acrylic and Urethane Specialty Adhesives

Acrylic and Urethane Specialty Adhesives

Leading Polyurethane and EpoxyTechnology and Market PositionLeading Polyurethane and EpoxyTechnology and Market Position

Ion ExchangeResin Technology

Ion ExchangeResin Technology

Formulation CapabilitiesFormulation Capabilities

Cellulosics and Polymer ChemistryCellulosics and Polymer Chemistry

Faster Growth inSpecialty Polymersfor Personal Care

Faster Growth inSpecialty Polymersfor Personal Care

Enhanced Portfolio of Adhesive Materials

Enhanced Portfolio of Adhesive Materials

Growth inWater Treatment and Purification

Growth inWater Treatment and Purification

High Performance Specialty ChemicalsHigh Performance

Specialty Chemicals

Water Purification Membranesand ComponentsWater Purification Membranesand Components


17July 10, 2008

18July 10, 2008

Geographic Synergies

►Leverages Dow’s asset light advantages

►Creates the largest R&D capability in China

►Builds on complementary strengths in emerging geographiesAsia Pacific: Dow 11 percent of sales

Rohm and Haas 22 percent of sales

Latin America: Dow 11 percent of salesRohm and Haas 4 percent of sales

19July 10, 2008

A Highly Disciplined Approach

►Excellent strategic fit

►World class high quality enterprise

►Meets all of Dow’s acquisition criteria

►Significant cost synergies

►Powerful growth synergies

20

FinancialsGeoffery E. MerszeiExecutive Vice Presidentand Chief Financial Officer

21July 10, 2008

►Rohm and Haas shareholders’ approval►Customary regulatory approvals and conditions►Closing expected by early 2009

►Rohm and Haas shareholders’ approval►Customary regulatory approvals and conditions►Closing expected by early 2009

Transaction Summary

►Unanimously approved by both Boards of Directors►Shareholders of 32% of Rohm and Haas stock, including Haas family

representatives, have entered into agreements to support the transaction

►Unanimously approved by both Boards of Directors►Shareholders of 32% of Rohm and Haas stock, including Haas family

representatives, have entered into agreements to support the transaction

►47.9% premium to Rohm and Haas 60-day average price ►28.7% premium to its 2008 closing high►47.9% premium to Rohm and Haas 60-day average price ►28.7% premium to its 2008 closing high

►Dow to acquire Rohm and Haas for $78 per share►Dow to acquire Rohm and Haas for $78 per share

►$3 billion equity investment by Berkshire Hathaway and $1 billion by Kuwait Investment Authority

►Debt financing committed by Citi, Merrill Lynch and Morgan Stanley

►$3 billion equity investment by Berkshire Hathaway and $1 billion by Kuwait Investment Authority

►Debt financing committed by Citi, Merrill Lynch and Morgan Stanley

Price

Premium

Approvals

Financing

Key Conditions& Timing

22July 10, 2008

Comparable Transactions

(1) Includes run-rate synergies $200mm for BASF, $375mm for Akzo Nobel, $100mm for PPG, and $800mm for Dow Chemical.

(2) Assumes 2008E EBITDA of $1,645 million.

Acquirer / Target

FV / LTMEBITDA

FV / LTM EBITDA

including cost synergies(1)

BASF / Engelhard

Akzo Nobel / Imperial Chemical Industries

PPG / SigmaKalon

Dow Chemical / Rohm and Haas

12.4x 9.6x

10.9x 8.5x

11.8x 7.8x

11.5x (2) 7.7x (2)

23July 10, 2008

Significant Cost Synergies

►At least $800 million in annual pre-tax synergies

►Phased in over two years

Shared Servicesand Governance

Purchasing SynergiesIncluding Raw Materials

Manufacturing / Supply Chain Work Process Improvements

Corporate Business Development Overlap

35%35% 35%35%

10%10% 20%20%

24July 10, 2008

Dow Synergy Track Record

Cost synergies as a percent of target revenue

Union Carbide 18% delivered

Rohm and Haas Ag 16% delivered

Angus Chemicals 15% delivered

EniChem Polyurethanes 14% delivered

Gurit-Essex 16% delivered

Rohm and Haas 9% target

25July 10, 2008

Shareholder Value Creation

►Accelerates revenue growth and improves margins– Increases percentage of revenues from higher margin,

higher growth specialty business– Reduces volatility and increases growth in earnings

2007 – 2012Industry Growth Rates

SOURCE: SRI Consulting, CMAI, Company filings and presentations

Dow 4%

Rohm and Haas 5 – 9%

Dow + Rohm and Haas 5 – 7%

26July 10, 2008

Shareholder Value Creation

Meets all Dow acquisition criteria and maximizes long-term shareholder value

►Strong operational and strategic fit

►Meaningfully accretive to earnings in second year of transaction

►Significant synergy opportunity

►Exceeds internal return requirements

27July 10, 2008

Retains Financial Flexibility

►Attractive and diverse transaction funding– Deploy proceeds from PIC joint venture– Equity investment by Berkshire Hathaway

and Kuwait Investment Authority– Debt funding (bridge) provided by Citi, Merrill Lynch

and Morgan Stanley

►Maintains solid investment grade credit rating

28

Summary

29July 10, 2008

Leveraging Rohm and Haas Strengths

►Advanced Materials business unit headquartered in Philadelphia

►Customer, market focus and innovative culture of Rohm and Haas will be preserved and leveraged

►Rohm and Haas corporate name retained for Dow’s new Advanced Materials division

►Add complementary Dow businesses to create a~$13 billion Rohm and Haas Advanced Materials portfolio

A Powerful New Dow


VenturesVentures








30July 10, 2008

A Powerful New Dow



VenturesVentures






2/3 Specialties2/3 Specialties


31July 10, 2008

A Powerful New Dow


VenturesVentures







Dow Coating Solutions

Adv. Elec. Materials

DesignedPolymers

Specialty Packaging

EpoxySystems

PolyurethaneSystems


2/3 Specialties2/3 Specialties

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A Powerful New Dow

0

4

8

12

2002 (Trough) 2005 (Peak) Next IndustryTrough

(2010/2011)

Next IndustryPeak (2015)

Earn

ings

per

Sha

re

>$10.00

$3.50

$4.37 Prior Target

$0.34

34July 10, 2008

A Powerful New Dow

0

4

8

12

2002 (Trough) 2005 (Peak) Next IndustryTrough

(2010/2011)

Next IndustryPeak (2015)

>$10.00

$3.50

$4.37~$4.00

With Rohm and Haas

Earn

ings

per

Sha

re

$0.34

35July 10, 2008

Game Changing Transaction

►A defining step in Dow’s transformation to a high growth diversified chemicals and materials company

►An unbeatable combination – building on strengths of each other

►A highly sought after and previously unobtainable enterprise►Creates the global leader in specialty chemicals and

advanced materials►A world class portfolio with significant growth synergies►Delivers significant value for all shareholders

36July 10, 2008

Documents

Crystallizing Dow’s Transformation: The Acquisition …library.corporate-ir.net/library/80/800/80099/items/...Crystallizing Dow’s Transformation: The Acquisition of Rohm and Haas