HOUSTON, May 23, 2016 /PRNewswire/ -- Westlake Chemical
Corporation (NYSE: WLK) today provided the following update regarding its proposal to acquire all of the outstanding shares of
Axiall Corporation (NYSE: AXLL):
- Since Axiall announced on May 4, 2016 that it was considering strategic alternatives,
Westlake has sought to engage with Axiall on several occasions with respect to Westlake's proposal to acquire Axiall.
- On Friday, May 20, 2016, Axiall's CFO advised Westlake's CFO
that Axiall had re-opened its data room to Westlake and requested that Westlake submit a revised proposal to acquire Axiall by June 3, 2016.
- Westlake currently intends to submit a revised proposal, or reaffirm its current proposal,
on that date.
- Westlake will continue to proceed with its current proxy contest to replace Axiall's Board
in light of the uncertainty as to whether Axiall's announced process to consider strategic alternatives will conclude, if at
all, in advance of Axiall's annual meeting on June 17, 2016.
Westlake does not undertake any obligation to comment further on these matters.
Westlake urges Axiall shareholders to vote the GOLD proxy card for the slate of nine
independent and highly qualified nominees.
For additional information about Westlake's proposal and slate of directors, please visit
www.WestlakeAxiall.AcquisitionProposal.com.
About Westlake Chemical Corporation
Westlake Chemical Corporation is an international manufacturer and supplier of petrochemicals, polymers and building products
with headquarters in Houston, Texas. The company's range of products includes: ethylene,
polyethylene, styrene, propylene, caustic, VCM, PVC suspension and specialty resins and PVC building products including pipe and
specialty components, windows, fence, deck and film. For more information, visit the company's Web site at www.westlake.com.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the federal securities laws. These
forward-looking statements include, but are not limited to, statements regarding Westlake Chemical Corporation's ("Westlake") proposal to acquire Axiall Corporation ("Axiall") (including financing of the proposed
transaction and the benefits, results, effects and timing of a transaction), all statements regarding Westlake's (and Westlake's and Axiall's combined) expected future financial
position, results of operations, cash flows, dividends, financing plans, business strategy, budgets, capital expenditures,
competitive positions, growth opportunities, plans and objectives of management, estimated synergies from the proposed
transaction and statements containing the use of forward-looking words, such as "may," "will," "could," "would," "should,"
"project," "believe," "anticipate," "expect," "estimate," "continue," "potential," "plan," "forecast," "approximate," "intend,"
"upside," and the like, or the use of future tense. Statements contained herein concerning the business outlook or future
economic performance, anticipated profitability, revenues, expenses, dividends or other financial items, and product or services
line growth of Westlake (and the combined businesses of Westlake and Axiall), together with other statements that are not historical facts, are forward-looking
statements that are estimates reflecting the best judgment of Westlake based upon currently
available information. Statements concerning current conditions may also be forward-looking if they imply a continuation of
current conditions.
Such forward-looking statements are inherently uncertain, and stockholders and other potential investors must recognize that
actual results may differ materially from Westlake's expectations as a result of a variety of
factors, including, without limitation, those discussed below. Such forward-looking statements are based upon management's
current expectations and include known and unknown risks, uncertainties and other factors, many of which Westlake is unable to predict or control, that may cause Westlake's actual
results, performance or plans with respect to Axiall to differ materially from any future results, performance or plans expressed
or implied by such forward-looking statements. These statements involve risks, uncertainties and other factors discussed below
and detailed from time to time in Westlake's filings with the Securities and Exchange Commission
(the "SEC").
Risks and uncertainties related to the proposed business combination transaction include, but are not limited to: (i)
the ultimate outcome of any possible transaction between Westlake and Axiall, including the
possibility that Axiall will not accept a transaction with Westlake, (ii) the ultimate outcome
and results of integrating the operations of Westlake and Axiall if a transaction is
consummated, (iii) the ability to obtain regulatory approvals and meet other closing conditions to any possible transaction,
including any necessary stockholder approvals, (iv) potential adverse reactions or changes to business relationships resulting
from the announcement, pendency or completion of the proposed transaction, (v) competitive responses to the announcement or
completion of the proposed transaction, costs and difficulties related to the integration of Axiall's businesses and operations
with Westlake's businesses and operations, (vi) the inability to obtain, or delays in obtaining,
cost savings and synergies from the proposed transaction, (vii) uncertainties as to whether the completion of the proposed
transaction or any transaction will have the accretive effect on Westlake's earnings or cash
flows that it expects, (viii) unexpected costs, liabilities, charges or expenses resulting from the proposed transaction, (ix)
litigation relating to the proposed transaction, (x) the inability to retain key personnel, and (xi) any changes in general
economic and/or industry-specific conditions.
In addition to the factors set forth above, other factors that may affect Westlake's plans,
results or stock price are set forth in Westlake's Annual Report on Form 10-K and in its reports
on Forms 10-Q and 8-K.
Many of these factors are beyond Westlake's control. Westlake cautions investors that any forward-looking statements made by Westlake are not guarantees of future performance. We do not intend, and undertake no obligation, to
publish revised forward-looking statements to reflect events or circumstances after the date of this communication or to reflect
the occurrence of unanticipated events.
Additional Information
This communication relates to a proposal which Westlake has made for a business combination
transaction with Axiall. In connection with the solicitation of proxies for Axiall's 2016 annual meeting of stockholders
(including any adjournment or postponement thereof and any meeting of Axiall's stockholders that may be called in lieu thereof,
the "Annual Meeting"), Westlake filed an amended definitive proxy statement in connection
therewith on Schedule 14A with the SEC on May 4, 2016 (the "Westlake Proxy Statement"). In
connection with the proposal and subject to future developments, Westlake (and, if a negotiated
transaction is agreed, Axiall) may also file one or more registration statements, additional proxy statements, tender offer
statements, prospectuses or other documents with the SEC. This communication is not a substitute for the Westlake Proxy
Statement or any other proxy statement, registration statement, tender offer statement, prospectus or other document Westlake and/or Axiall has filed or may file with the SEC in connection with the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF WESTLAKE AND AXIALL ARE URGED TO READ THE WESTLAKE PROXY STATEMENT AND ANY OTHER PROXY STATEMENT(S), REGISTRATION STATEMENT(S), TENDER OFFER
STATEMENT(S), PROSPECTUS(ES) AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE
AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND/OR PROPOSED TRANSACTION. Westlake has mailed the Westlake Proxy Statement and accompanying GOLD proxy card to stockholders of
Axiall. Any other definitive proxy statement(s) or prospectus(es) (if and when available) will be mailed to stockholders of
Westlake and Axiall, as applicable. Investors and security holders will be able to obtain
copies of these documents (if and when available) as well as other filings containing information about Westlake and Axiall, without charge, at the SEC's website, http://www.sec.gov. Those documents, when filed, as well as Westlake's other
public filings with the SEC, may be obtained without charge at Westlake's website at http://www.westlake.com.
Participants in Solicitation
Westlake, Westlake NG IV Corporation and certain of their respective directors and executive
officers and the individuals nominated by Westlake for election to Axiall's Board of Directors
may be deemed to be participants in any solicitation of proxies from Axiall's stockholders in connection with the Annual Meeting
and/or the proposed transaction, as applicable, under the rules of the SEC. Information about the participants, including a
description of their direct and indirect interests, by security holdings or otherwise, is available in the Westlake Proxy
Statement and will be available in any other proxy statement(s) or prospectus(es) (if and when available). You can obtain
free copies of these documents from Westlake using the contact information above.
Investors may obtain additional information regarding the interest of such participants by reading the Westlake Proxy Statement
and/or any other proxy statement/prospectus regarding the proposed transaction if and when they become available.
This document shall not constitute an offer to sell, buy or exchange or the solicitation of an offer to sell, buy or exchange
any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of
1933, as amended.
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/westlake-chemical-provides-update-regarding-its-proposal-to-acquire-axiall-corporation-300272910.html
SOURCE Westlake Chemical Corporation