Robert Lonergan with Professors Larry Hamermesh and Paul Regan and students from Advanced Corporations, Corporate Finance, and The Delaware Journal of Corporate Law.
Robert Lonergan, former General Counsel and Senior Executive Vice President of Rohm & Haas, visited the Delaware campus of Widener University School of Law on the afternoon of Thursday, April 23rd to discuss the recent merger between Rohm & Haas and Dow Chemical. Mr. Lonergan spoke with students in Associate Professor Paul Regan
's Advanced Corporations seminar and Ruby R. Vale Professor of Corporate and Business Law Lawrence Hamermesh
's Corporate Finance class, as well as members of The Delaware Journal of Corporate Law
Mr. Lonergan's gave a first-hand review of the background of the recent acquisition of Rohm & Haas by Dow Chemical. Mr. Lonergan signed the merger agreement on behalf of Rohm & Haas. This deal was highly publicized in 2008, and resulted in a lawsuit filed in the Delaware Court of Chancery before Chancellor William B. Chandler, III.
Dow Chemical agreed to acquire Rohm & Haas and entered into an agreement on July 10, 2008 for approximately $15.3 billion. This original cash deal constituted a seventy-four percent premium over Rohm & Haas's trading price in July 2008. Dow apparently anticipated that it would obtain significant funding for it acquisition of Rohm & Haas from another pending transaction with the Kuwaiti government. When the Kuwaiti government backed out of that deal in late 2008, Dow attempted to avoid its acquisition of Rohm & Haas.
On January 26, 2009, Rohm & Haas filed suit in the Delaware Court of Chancery seeking, among other rulings, specific performance requiring Dow Chemical to perform its obligations under the July 10, 2008, merger agreement. Dow Chemical and Rohm & Haas ultimately settled and, under court order, consummated the merger on April 1, 2009.
Mr. Lonergan's presentation detailed the events of the merger negotiations. He explained the timeline of the acquisition from its early stages of negotiation to the April 1st consummation. Mr. Lonergan concluded his presentation by answering questions from professors and students regarding the role he played throughout the lengthy merger process.