Rohm & Haas suing Dow over takeover delay

Rohm & Haas Co. acted swiftly this morning with a federal lawsuit in Delaware that seeks to force Dow Chemical to complete a $15.2 billion buyout of the Philadelphia chemical company.

Rohm & Haas says in a complaint that Dow Chemical does not intend to complete its mega-deal by midnight tomorrow night, a deadline imposed by a merger agreement.

The complaint also claims that Dow Chemical chief executive Andrew Liveris personally lobbied officials at the Federal Trade Commission to delay final regulatory approval of the pending merger of the chemical giants this month.

The FTC gave its final consent to the deal on Friday. The merger agreement says the deal shall close two business days later. But yesterday, Liveris wrote to Rohm & Haas chief executive officer Raj Gupta that "due to concerns and uncertainty about the potential success of the combined organizations, we confirm that Dow does not intend to close the acquisition on or by Tuesday," the complaint states.

The Rohm & Haas complaint seeks to have Dow honor the merger agreement.

Dow Chemical representatives were not immediately available for comment.

"This is not the optimal solution," said Rohm & Haas spokeswoman Emily Riley.

The merger agreement was announced in July between Dow and Rohm & Haas, which is based on Independence Mall in Philadelphia.

Rohm & Haas shares fell sharply in morning trading, shedding $10.49 to $55.33 a share. Dow agreed to pay $78 a share.

Dow shares rose 34 cents to $14.67.