EXHIBIT 99.1
[LOGO OF OLIN] [LOGO OF CHASE]
NEWS RELEASE
Olin Investor Contact: Richard E. Koch
(203) 750-3254
Olin Press Contact: Thomas J. Fitzgerald
(203) 750-3831
Chase Investor/Press Contact: Todd A. Slater
(419) 485-3193
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FOR IMMEDIATE RELEASE
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Olin Corporation to Acquire Chase Industries
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NORWALK, CT, May 8, 2002 - Olin Corporation (NYSE: OLN) and Chase
Industries Inc. (NYSE: CSI) today announced they have entered into a merger
agreement under which Chase, a leading manufacturer of brass rod, will become a
wholly-owned subsidiary of Olin. Chase stockholders will receive a fixed
exchange ratio of 0.64 shares of Olin common stock for each outstanding share of
Chase common stock in a tax-free share exchange. Olin will issue approximately
10 million common shares under the agreement.
The transaction is conditioned on shareholder approval of both companies,
regulatory clearance and other customary closing conditions. Citicorp Venture
Capital, which owns approximately 48% of Chase's outstanding common shares, has
agreed to vote its shares in favor of this transaction.
This acquisition is expected to be immediately accretive to Olin's earnings
and will also strengthen Olin's financial position.
Joseph D. Rupp, Olin President and Chief Executive Officer, said, "I firmly
believe that Olin and Chase are quite complementary and such a combination is in
the best
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interest of both sets of shareholders. Each of our companies is a leader with
premier reputations in our respective fields. Our combination would create a
company with the scale, scope and critical mass to compete more effectively, and
would create a stronger, less cyclical company."
John Steadman, Chase President and Chief Executive Officer, said, "This
merger of two industry leaders will give Chase access to additional technical,
product development and marketing resources to more rapidly expand its markets
and potentially broaden its product line by leveraging the combined skills and
technologies of both Chase's rod and Olin's strip businesses."
Chase, with 2001 sales of $232 million, is a leading manufacturer and
supplier of brass rod in the U.S and Canada. Employing more than 300 people at
its Montpelier, OH, plant, Chase is an ISO 9002 certified manufacturer and
supplier of brass rod in North America. Its diverse customer base of more than
250 companies uses Chase's "Blue Dot" trademark rod to produce a variety of
products, such as plumbing fixtures, heating and air conditioning components,
industrial valves, automotive parts and numerous hardware components. Chase had
15.3 million shares of common stock outstanding as of March 31, 2002.
Headquartered in Norwalk, CT, Olin Corporation had 2001 sales of $1.3
billion. Olin is a leading North American producer of copper and copper-based
alloys, sporting ammunition and chlorine and caustic soda. Olin had 46.8 million
shares of common stock outstanding as of March 31, 2002.
Lehman Brothers Inc. acted as Olin's sole financial advisor with respect to
this transaction and Credit Suisse First Boston acted as Chase's sole financial
advisor.
CONFERENCE CALL INFORMATION
Olin and Chase will hold a joint conference call with securities analysts
at 10:00 a.m., Eastern time, May 8. Anyone desiring to listen to the call may do
so via the Internet by following the instructions posted under the Conference
Call icon on Olin's internet website, www.olin.com. Listeners should log on to
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the website at least 15 minutes before the call. The call also will be audio
archived on the Olin website for future replay. A text of the prepared remarks
from the conference call will be available on the website after the conclusion
of the call. Archived versions of the call will be available until May 22.
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FORWARD-LOOKING STATEMENTS
This communication includes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements relate to
analyses and other information that are based on management's beliefs, certain
assumptions made by management, forecasts of future results, and current
expectations, estimates and projections about the markets and economy in which
we and our various segments operate. The statements contained in this
communication that are not statements of historical fact may include
forward-looking statements that involve a number of risks and uncertainties.
We have used the words "anticipate," "intend," "may," "expect," "believe,"
"should," "plan," "will," "estimate," and variations of such words and similar
expressions in this communication to identify such forward-looking statements.
These statements are not guarantees of future performance and involve certain
risks, uncertainties and assumptions, which are difficult to predict and many of
which are beyond our control. Therefore, actual outcomes and results may differ
materially from those matters expressed or implied in such forward-looking
statements. We undertake no obligation to update publicly any forward-looking
statements, whether as a result of future events, new information or otherwise.
The risks, uncertainties and assumptions that are involved in our
forward-looking statements include, but are not limited to:
o general economic, business and market conditions in the United States and
overseas, including economic instability or a downturn in the markets
served by us, such as automotive, electronics, coinage, telecommunications,
ammunition and housing;
o the cyclical nature of our operating results;
o competitive pressures affecting selling prices and volumes, particularly
changes in electrochemical unit, which we refer to as an ECU, prices from
expected levels;
o the supply/demand balance for our products, including the impact of excess
industry capacity;
o the occurrence of unexpected manufacturing interruptions/outages, including
those occurring as a result of production hazards;
o efficacy of new technologies;
o loss of key customers or suppliers;
o acceleration or expansion of backward integration by current and potential
customers;
o higher-than-expected raw material and utility costs;
o higher-than-expected transportation and/or logistics costs;
o failure to achieve targeted cost reduction programs;
o environmental costs and other expenditures in excess of those projected;
o changes in laws and regulations inside or outside the United States;
o higher-than-expected interest rates; and
o the occurrence of extraordinary events, such as the attacks on the World
Trade Center and the Pentagon that occurred on September 11, 2001.
All of our forward-looking statements should be considered in light of these
factors.
Olin Corporation and Chase Industries Inc. will file a proxy
statement/prospectus and other documents regarding the proposed merger described
in this press release with the Securities and Exchange Commission. Investors and
security holders are urged to read the proxy statement/prospectus when it
becomes available, because it will contain important information about Olin
Corporation and Chase Industries Inc., and the proposed transaction. A
definitive proxy statement/prospectus will be sent to security holders of Olin
Corporation seeking their approval of the issuance of Olin Corporation Stock in
the transaction and to security holders of Chase Industries Inc. seeking their
approval of the transaction. Investors and security holders may obtain a free
copy of the definitive proxy statement/prospectus (when available) and other
documents filed by Olin Corporation and Chase Industries Inc. with the SEC at
the SEC's web site at http://www.sec.gov. The definitive proxy
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statement/prospectus and other documents may also be obtained free of cost by
directing a request to:
Olin Corporation
PO Box 4500
501 Merritt 7
Norwalk, CT 06856-4500
Attn: Investor Relations
Tel: (203) 750-3254
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