Pioneer merger to cause fundamental change for 2.75% convertibles

By Jennifer Chiou

New York, Aug. 3 - Pioneer Cos., Inc. will be required to provide notice upon closing of a merger anticipated on Aug. 31 to holders of its 2.75% convertible senior subordinated notes due 2027 that they may convert their holdings, according to an 8-K filing with the Securities and Exchange Commission.

Holders will be able to convert their securities at any time beginning 15 trading days prior to the effective date of the merger.

Under an agreement and plan of merger with Olin Corp., Olin affiliate Princeton Merger Corp. will merge with and into Pioneer, with Pioneer continuing as the surviving corporation and operating as a wholly owned subsidiary of Olin.

As previously reported, Olin entered into an agreement in May to acquire Pioneer for $35.00 per share in cash. Both companies' boards of directors approved the transaction. A $15,634,552 termination fee is included in the agreement.

Completion of the merger is contingent on Pioneer shareholder approval at a special meeting on Aug. 28.

Olin, located in Clayton, Mo., manufactures chlor alkali, metal and ammunition products for commercial and industrial markets. Houston-based Pioneer manufactures chlorine, caustic soda, bleach, hydrochloric acid and related products.

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