COVINGTON, Ky., Nov. 14 /PRNewswire-FirstCall/ -- Ashland Inc. (NYSE: ASH)
has delivered a notice of redemption of the 8.0% Convertible Subordinated
Debentures Due 2010, CUSIP 427056AK2 (the "Debentures"), issued by Hercules
Incorporated (NYSE: HPC) ("Hercules"). Pursuant to an Agreement and Plan of
Merger, dated as of July 10, 2008, among Ashland, Ashland Sub One, Inc. and
Hercules (the "Merger Agreement"), Ashland acquired Hercules, effective Nov.
13, 2008 (the "Merger"). The Debentures mature by their terms on Aug. 15,
2010, and there is currently $2.173 million in aggregate principal amount of
outstanding Debentures.
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The redemption date for the Debentures is Dec. 3, 2008. The Debentures
will be redeemed at a redemption price of 100% of the principal amount plus
accrued interest to Dec. 3, 2008. The Debentures may be redeemed by delivery
to the Trustee, The Bank of New York Mellon, beginning two weeks in advance of
the Dec. 3, 2008 redemption date. On Nov. 13, 2008, Ashland, on behalf of
Hercules, has deposited with the trustee as trust funds an amount sufficient
to pay and discharge the entire indebtedness on all outstanding Debentures and
interest to the redemption date. As of that time, the Debentures are no longer
considered to be outstanding under the indenture.
Under the provisions of the indenture governing the Debentures, holders of
the Debentures could have elected to convert their Debentures into shares of
common stock of Hercules. The price at which shares of Hercules common stock
would have been delivered upon conversion of the Debentures is $14.90 per
share. Under the provisions of the indenture, Debentures outstanding at the
effective time of the Merger became convertible into the right to receive the
merger consideration received by the holders of shares of Hercules common
stock, based upon the number of shares of such common stock into which a
Debenture might have been converted immediately prior to the Merger. Pursuant
to the Merger Agreement, the merger consideration receivable for each share of
Hercules common stock outstanding at the effective time of the Merger is (i)
$18.60 in cash, without interest, and (ii) 0.0930 of a share of common stock
of Ashland. If a holder elects to exercise a conversion right, for each $1,000
of principal amount converted, the holder will be entitled to receive
$1,248.32 in cash, without interest, and 6.2416 shares of Ashland common
stock. The right to convert the Debentures will terminate on Nov. 28, 2008. On
or prior to Nov. 28, 2008, the Debentures may be surrendered for conversion,
duly endorsed or assigned to Hercules or in blank, at the Corporate Trust
Office of the Trustee.
For redemption purposes, the Debentures may be delivered to the Trustee,
The Bank of New York Mellon, Global Corporate Trust, by first-class mail to
P.O. Box 2320, Dallas, TX 75221-2320, by registered/certified express delivery
to 2001 Bryan Street, 9th Floor, Corporate Trust Window, Dallas, TX 75201, or
by hand delivery to 101 Barclay Street, 1st Floor East, New York, NY 10286.
For conversion purposes, the Debentures may be surrendered to the Trustee, The
Bank of New York Mellon, 101 Barclay Street, 1st Floor East, New York, NY
10286. The Bank of New York Mellon contact is Francine Kincaid (212-815-
5082).
The details concerning the terms and conditions of redemption are fully
described in a Notice of Redemption mailed on Nov. 13, 2008 to record holders
of Debentures. This press release is not a notice of redemption. The
redemption is made solely pursuant to the Notice of Redemption.
About Ashland
Ashland Inc. (NYSE: ASH) provides specialty chemical products, services
and solutions for many of the world's most essential needs and industries.
Serving customers in more than 100 countries, it operates through five
commercial units: Ashland Hercules Water Technologies, Ashland Performance
Materials, Ashland Aqualon Functional Ingredients, Ashland Consumer Markets
(Valvoline) and Ashland Distribution. To learn more about Ashland, visit
www.ashland.com.
Forward-Looking Statements
This news release contains forward-looking statements, within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The statements include those made with respect to
Ashland's operating performance and Ashland's acquisition of Hercules
Incorporated. These expectations are based upon a number of assumptions,
including those mentioned within this news release. Performance estimates are
also based upon internal forecasts and analyses of current and future market
conditions and trends, management plans and strategies, weather, operating
efficiencies and economic conditions, such as prices, supply and demand, cost
of raw materials, and legal proceedings and claims (including environmental
and asbestos matters). These risks and uncertainties may cause actual
operating results to differ materially from those stated, projected or
implied. Such risks and uncertainties with respect to Ashland's acquisition of
Hercules include the possibility that the benefits anticipated from the
Hercules transaction will not be fully realized; the substantial indebtedness
Ashland has incurred to finance the acquisition may impair Ashland's financial
condition; the restrictive covenants under the debt instruments may hinder the
successful operation of Ashland's business; future cash flow may be
insufficient to repay the debt; and other risks that are described in filings
made by Ashland with the Securities and Exchange Commission (the "SEC").
Although Ashland believes its expectations are based on reasonable
assumptions, it cannot assure the expectations reflected herein will be
achieved. This forward-looking information may prove to be inaccurate and
actual results may differ significantly from those anticipated if one or more
of the underlying assumptions or expectations proves to be inaccurate or is
unrealized or if other unexpected conditions or events occur. Other factors,
uncertainties and risks affecting Ashland are contained in Ashland's periodic
filings made with the SEC, including its Form 10-K for the fiscal year ended
September 30, 2007, and Forms 10-Q for the quarters ended December 31, 2007,
and March 31 and June 30, 2008, which are available on Ashland's Investor
Relations website at www.ashland.com/investors or the SEC's website at
www.sec.gov. Ashland undertakes no obligation to subsequently update or revise
the forward-looking statements made in this news release to reflect events or
circumstances after the date of this news release.
