Huntsman obtains solvency opinion in connection with proposed Hexion merger

By Lisa Kerner

Charlotte, N.C., Sept. 26 - Huntsman Corp. said it engaged American Appraisal Associates, Inc. to provide a solvency opinion in connection with Huntsman's proposed merger with Hexion Specialty Chemicals, Inc.

American Appraisal confirmed it is able to issue a written opinion stating the combined company would be solvent, according to a form 8-K filed with the Securities and Exchange Commission.

The filing said American Appraisal reviewed relevant data to date and assumed no material change or receipt of additional contrary information before issuing its opinion.

Huntsman notified Hexion earlier in the month that it would deliver a solvency opinion.

On July 12, 2007, Hexion said it agreed to acquire Huntsman in an all-cash transaction valued at approximately $10.6 billion, including the assumption of debt. Huntsman shareholders approved the deal in October 2007.

In June, Hexion said the capital structure agreed to for the combined company is no longer viable and that completing the merger would render the combined company insolvent. The company blamed Huntsman's increased net debt and its lower-than-expected earnings and declined to extend the merger agreement.

Hexion filed a motion in early July asking the Court of Chancery of the State of Delaware to determine that the company is not obligated to consummate the merger, it was previously reported.

Based in Columbus, Ohio, Hexion makes thermoset resins. Huntsman is a Salt Lake City manufacturer of differentiated chemicals and pigments.

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