New York, Feb 9 - Rohm and Haas Co rejected a possible meeting with top Dow Chemical Co executives to talk about a way forward for their stalled merger, but suggested that the companies' financial advisers should meet.
Rohm has sued Dow to force it to complete the more than $15 billion takeover it agreed to in July. Rohm said in a statement Sunday it still believes that Dow has the resources and flexibility to complete the deal, but is instead running a campaign to frighten the employees, communities and customers of the two companies about the deal.
Along with its statement, Rohm released a letter it sent to Dow on Friday, in which it discounted the usefulness of its three previous negotiations with top Dow executives. The most recent meeting between top executives at Dow and Rohm and Haas took place on January 24, before Rohm's lawsuit was filed.
Instead, the company said Dow should provide Rohm's financial adviser Goldman Sachs with specific details of its action plan, including the company's recent presentations to ratings agencies.
It said these negotiations could lay the foundation for later talks between executives of the two companies.
Dow refused to close its takeover of Rohm and Haas late last month, after a key joint venture with Kuwait fell apart. Dow had intended to use proceeds from that transaction -- a $17.4 billion plastics joint venture -- to help fund the Rohm deal.
Rohm and Haas sued Dow, arguing that the chemical company has no legal basis to walk away from the deal and asking a Delaware court to order it to complete the transaction. A trial on the matter is scheduled to start on March 9.
In a statement, Dow criticized Rohm and Haas for "releasing what Dow believes should be private negotiations between the parties."
The company is working with its lenders to renegotiate the $13 billion, one-year bridge loan it obtained to help pay for the deal. It is also looking for new partners for the scuttled Kuwaiti joint venture.
It said it continues to evaluate all options to close the deal and is willing to engage in a dialogue with Rohm and Haas concerning its issues.
Rohm also claimed in its letter that it has learned Dow's intervention with the Federal Trade Commission "went far beyond what Dow had previously disclosed," but did not provide any further details.
Rohm has alleged that Dow Chief Executive Andrew Liveris personally lobbied FTC commissioners to delay approving the Dow-Rohm deal.
Dow once again denied any wrongdoing in its interactions with the FTC.
"Dow's actions were authorized by and consistent with Dow's role and right under the merger agreement to direct the antitrust defense of the transaction and to communicate with the FTC on procedural matters," the company said.