Agreement and Plan of Merger Among Union Carbide Corporation, The Dow Chemical Company and Transition Sub Inc., with Credit Suisse First Boston Fairness Opinion (1999)

Merger agreement dated August 3, 1999 under which Transition Sub Inc., a Dow Chemical subsidiary, would merge into Union Carbide, with each Union Carbide share converted into 0.537 of a Dow Chemical share. The exhibit also includes the Stock Option Agreement, a form of Parent Affiliate's Letter, and a Credit Suisse First Boston fairness opinion letter to the Union Carbide board (Annex B). Pages 41-51 were not provided.

What the document holds

• Pages 1-39: Annex A: Agreement and Plan of Merger among Union Carbide, Dow Chemical and Transition Sub Inc. (cover, tables of contents, defined terms, Articles I-IX, signature page)
• Pages 40-51: Exhibit 1: Stock Option Agreement between Union Carbide and Dow (begins on page 40; pages 41-51 not provided)
• Pages 52-54: Exhibit 6.7(B): Form of Parent Affiliate's Letter (stockholder agreement), unsigned form
• Pages 55-56: Annex B: Credit Suisse First Boston fairness opinion letter to Union Carbide Board of Directors, August 3, 1999

People and organizations

From William H. Joyce (Chairman, President and Chief Executive Officer, Union Carbide Corporation (signatory)); J. Pedro Reinhard (Executive Vice President and Chief Financial Officer, The Dow Chemical Company (signatory)); Brian Taylorson (President, Transition Sub Inc. (signatory)); Credit Suisse First Boston Corporation (financial advisor; author of Annex B fairness opinion letter) to Board of Directors, Union Carbide Corporation (addressee of the Annex B opinion letter).

• William H. Joyce (author)
• Union Carbide Corporation (its organization)
• Credit Suisse First Boston Corporation (named)
• Dow Chemical (named)

About this copy

This is document UC-4803 of the Union Carbide documents, documents produced and used as evidence in asbestos lawsuits against Union Carbide, 56 pages.