Filed by
Ashland Inc.
Pursuant
to Rule 425
Under the
Securities Act of 1933
Subject
Company
Hercules
Incorporated
Commission
File Number 333-152911
| Aug. 29, 2008 |
TRACKING
OUR PROGRESS
|
Issue
No. 1
|
|
 |
 |
||
|
We’re off and
running!
I’m
sure you’re excited, curious and maybe even a little nervous about what’s
happening with our plans to integrate Ashland and Hercules. This is the
first in a series of updates we’ll publish to keep you informed as fully
and quickly as we can. The purpose of the updates is to build awareness of the
challenges and opportunities we face, to create the desire to make any
changes we need to make, and to provide the knowledge to
successfully complete our plans.
On
Aug. 12, I announced the structure for our Integration Team and named
several team members. In this update, you’ll learn about the remaining
team members and their current work.
Our
top priority remains to keep the businesses running and to continue to
grow our volumes and profits. We have to do this as we manage the
integration process and as more of you are asked to take on roles in
direct support of this work. Please remember, however, that whether you
are asked to join in integration efforts or to focus on keeping the
businesses moving, both roles are equally essential to our
success.
We'll
continue to update information as it becomes available. Please
use the mailbox (click on it at right) to submit questions. Although we
cannot promise to respond individually to each question submitted, we will
publish answers to some of the more commonly asked questions in future
issues of this update. Keep in mind that the answers to some questions may
not be known for some time. Others may be confidential due to regulatory
or competitive reasons. We will, however, use your questions to help
define future communications.
Thanks
for your support,
|
 |
||
 |
Ted
Harris
|
||
|
Ted
Harris
Integration
Team leader
President,
Ashland Distribution
|
|||
|
Have questions?
Click
here for the
Hercules
Questions
mailbox
|
|||
Integration
Team set; first phase of process starts
Last
week, the remaining team members for the Global Integration and Program
Management teams were identified.
Team
members have been asked to prepare an overview of their respective functional
areas, including:
|
·
|
Number
of employees
|
|
·
|
Organization
chart(s)
|
|
·
|
Budget
|
|
·
|
Scope
of activities
|
|
·
|
Key
processes
|
Ashland
and Hercules team members from each company’s functional areas are beginning to
meet to share their overviews. The idea is to familiarize all team members with
the work performed by various functional areas.
The
immediate next step is to recommend a list of potential integration synergies.
Team members will next be asked to identify critical week-one “must haves” once
the deal closes. In addition, regional team members are working to identify
region-specific issues that could strongly affect the regions and a successful
integration.
Here is
the structure:
Board
Oversight Committee
|
·
|
Provide
a direct and open avenue of communications between the Integration Team
and the board of directors
|
|
·
|
Oversee
the review of Integration Team performance versus acquisition
metrics
|
 |
 |
||
|
Barry
Perry
Board
of Directors,
Ashland
|
Mark
Rohr
Board
of Directors,
Ashland
|
Steering
Committee
|
·
|
Provide
governance and oversight of the integration
process.
|
 |
 |
 |
 |
|
|
Jim
O'Brien
Chairman
and CEO,
Ashland
|
Lamar
Chambers
Senior
VP and CFO,
Ashland
|
David
Hausrath
Senior
VP and General Counsel,
Ashland
|
Craig
Rogerson
President
and CEO,
Hercules
|
 |
 |
||
|
Walter
Solomon
Vice
President and Chief Growth Officer,
Ashland
|
Allen
Spizzo
Vice
President and CFO,
Hercules
|
Global
Integration Leader
|
·
|
Lead
the development and execution of global integration
strategy
|
Ted Harris
Vice President, Ashland,
President, Ashland
Distribution
Global
Integration Team
|
·
|
With
Ted, develop and execute global integration
strategy.
|
 |
 |
 |
 |
|
|
Susan
Esler
Vice
President, Human Resources and Communications,
Ashland
|
Jack
Joy
Vice
President,
Strategic
Planning and Analysis,
Ashland
|
Greg
McCoy
Director,
Corporate Development,
Hercules
|
Paul
Raymond
Vice
President, Hercules and President, Paper Technologies and Ventures
Group
|
 |
 |
||
|
Anne
Schumann
Vice
President, Human Resources and Information Technology,
Hercules
|
|
Stan
Turner
Director,
Corporate Strategy,
Ashland
|
|
·
|
Develop
and execute business, regional and functional plans to support integration
strategy.
|
 |
 |
 |
 |
|
|
Rick
Music
Vice
President, Enterprise Optimization,
Ashland
|
Liz
Potts
Vice
President,
Purchasing,
Ashland
|
Karen
Murphy
Vice
President, Environmental Health and Safety,
Ashland
|
Tom
Strang
Vice
President, Safety, Health, Environment and Regulatory Affairs, and
Manufacturing Excellence,
Hercules
|
|
 |
 |
 |
 |
|
|
Tom
Davis
Associate
General Counsel,
Ashland
|
Michael
Rettig,
Deputy
General Counsel,
Hercules
|
Julie
Treon
Director,
Business Communications,
Ashland
|
John
Riley
Director,
Public Affairs,
Hercules
|
|
 |
 |
 |
 |
|
|
Dale
MacDonald
President,
Ashland
China
|
Cees
vanderSmeede
Director,
Finance and Control, Asia Pacific,
Hercules
|
Renato
Carvalho
Leader,
Brazilian Shared Business Services, Ashland
|
Diego
Carvajal
Director,
Latin America,
Hercules
|
|
 |
 |
|||
|
Leigh
Townley
Director,
European Shared Business Services,
Ashland
|
Paola
Bolderman
Director,
Finance and Control, Europe,
Hercules
|
Program
Management
|
·
|
Provide
support in managing project work
stream.
|
 |
 |
 |
 |
|
|
Carol
Christobek
Director,
Process Office,
Ashland
|
Steve
Diel
Manager,
Planning and Analysis,
Ashland
|
Eugenia
Erlij
Director,
New Venture Planning,
Ashland
|
Stu
Fornoff
Director,
Investor Relations,
Hercules
|
Shuttle
Service to be extended to Delaware
We will
soon begin to offer the aircraft shuttle service to employees working on
Integration Team initiatives, with expanded round-trip service to Wilmington,
Del.
Watch for
an announcement outlining the new schedule and how to make
reservations.
A
“behind the scenes” look at what makes an acquisition possible
In
addition to the Integration Team work underway, teams are also hard at work to
fulfill the necessary legal, regulatory and financial requirements for the deal
to close. Here’s a quick look at what some of that work entails:
Antitrust: The Hart-Scott-Rodino
Antitrust Improvements Act of 1976 exists to give the U.S. government at least
30 days to determine if the impact of a merger, acquisition or other tender
offer will be harmful to consumers. The waiting period can be extended – or
shortened. On Aug. 8, the U.S. Federal Trade Commission gave its approval to
Ashland’s acquisition of Hercules, so a first hurdle was cleared.
Our
acquisition of Hercules is also subject to review and approval by certain other
governmental bodies, including the European Commission and the Competition
Bureau of Canada. Filings in these countries have already been made or are in
progress. Approvals have not yet been received.
Securities
and Exchange Commission (SEC): The SEC is a U.S. government
agency that oversees corporate disclosure of important information to the
investing public. Corporations are required to comply with regulations
pertaining to disclosure that must be made when stock is initially sold (as in
merger transactions) and then on a continuing and periodic basis. The SEC
routinely reviews the disclosure documents filed by companies. These documents
include Form S-4 registration statements filed in connection with mergers, such
as was done in the Hercules transaction. Click here to see
that S-4.
Capital
Markets: Most
companies require some level of debt financing to complete an acquisition. As
announced in our July 11 press release, we are working to complete financing
from Bank of America and Scotia Capital, subject to customary terms and
conditions. We plan to use the cash flows of the combined organization to pay
down the debt.
Integration
approach
The
following standards have been defined to guide integration
activities:
|
•
|
Keep
the business running (by far the most important item for
success).
|
|
•
|
Have
a core integration team of senior people capable of making quick
decisions.
|
|
•
|
Quickly
decide what matters and focus on those things. Park other items until the
appropriate time.
|
|
•
|
Set
clear objectives and
accountabilities.
|
|
•
|
Review
and recommend best practices, organizational principles and cultural
changes.
|
ADDITIONAL
INFORMATION
In
connection with the proposed transaction, Ashland filed a registration statement
with the SEC on Form S-4 (File No. 333-152911) containing a preliminary proxy
statement/prospectus and Ashland and Hercules expect to mail a definitive proxy
statement/prospectus to Hercules' shareholders containing information about the
merger. Investors and security holders are urged to read the registration
statement on Form S-4 and the proxy statement/prospectus because they contain
important information about the proposed transaction. Investors and
security holders may obtain free copies of these documents and other documents
filed with the SEC by contacting Ashland Investor Relations at (859) 815-4454 or
Hercules Investor Relations at (302) 594-7151, or free copies may also be
obtained from Ashland's Investor Relations website at www.ashland.com/investors
or Hercules' website at www.herc.com or the SEC's website at
www.sec.gov.