Lyondell Chemical Co - Basell

Lyondell Chemical Company (LYO)
Basell
$19B Buyout

Polyolefin leader to buy chemical company

$48 per LYO share; $19B total
LYOstock chart

Announced 7.17.07

Closed 12.20.07

Financial

LYO : Deutsche Bank

Legal

LYO : Baker Botts
Basell : Skadden Arps

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I The Merger

1.1 The Merger; Effective Time of the Merger
1.2 Closing
1.3 Effect of the Merger
1.4 Certificate of Incorporation and Bylaws
1.5 Directors and Officers
1.6 Convertible Debentures

Article II Effect of the Merger on the Capital Stock of the Company and Merger Sub; Exchange of Certificates

2.1 Effect of the Merger on Capital Stock
2.2 Appraisal Rights
2.3 Treatment of Company Options
2.4 Treatment of Restricted Company Common Stock
2.5 Payment for Performance Units
2.6 Payment for Securities

Article III Reps

3.1 Company

(a) Organization, Standing and Power
(b) Capital Structure
(c) Authority; No Violations; Consents and Approvals
(d) SEC Documents
(e) Information Supplied
(f) Absence of Certain Changes or Events
(g) No Undisclosed Material Liabilities
(h) No Default
(i) Compliance with Applicable Laws
(j) Litigation
(k) Taxes
(l) Compensation; Benefits
(m) Labor Matters
(n) Intellectual Property
(o) Personal Property
(p) Environmental Matters
(q) Insurance
(r) Opinion of Financial Advisors
(s) Vote Required
(t) Brokers
(u) Certain Contracts and Arrangements
(v) State Takeover Statutes
(w) Real Property
(x) Related Party Transactions
(y) Rights Agreement

3.2 Parent And Merger Sub

(a) Organization, Standing and Power
(b) Authority; No Violations; Consents and Approvals
(c) Information Supplied
(d) Litigation
(e) Financing
(f) Solvency; Surviving Corporation After the Merger
(g) Vote/Approval Required
(h) Ownership of Company Common Stock
(i) Business Conduct
(j) Financial Statements
(k) Absence of Certain Changes or Events

Article IV Covenants Relating to Conduct of Business
Pending the Merger

4.1 By the Company Pending the Merger
4.2 No Solicitation

Article V Additional Agreements

5.1 Preparation of Proxy Statement
5.2 Access to Information
5.3 Stockholders' Meeting and Board Recommendation
5.4 Regulatory Approvals
5.5 Employee Matters
5.6 Indemnification; Directors' and Officers' Insurance
5.7 Agreement to Defend
5.8 Public Announcements
5.9 Advice of Certain Matters; Control of Business
5.10 Conveyance Taxes
5.11 Investigation by Parent and Merger Sub; No Other
Representations or Warranties
5.12 Financing
5.13 Reasonable Best Efforts; Notification
5.14 Rule 16b-3
5.15 New Jersey Industrial Site Recovery Act
5.16 Tender Offer
5.17 Business of Parent

Article VI Conditions Precedent

6.1 Each Party
6.2 Parent and Merger Sub
6.3 Company

Article VII Termination

7.1 Termination
7.2 Notice of Termination; Effect of Termination
7.3 Expenses and Other Payments

Article VIII General Provisions

8.1 Schedule Definitions
8.2 Nonsurvival Of Representations, Warranties And
Agreements
8.3 Notices
8.4 Rules of Construction
8.5 Counterparts
8.6 Entire Agreement; No Third Party Beneficiaries
8.7 Governing Law; Venue; Waiver of Jury Trial
8.8 No Remedy in Certain Circumstances
8.9 Assignment
8.10 Affiliate Liability
8.11 Specific Performance
8.12 Joint Liability
8.13 Amendment
8.14 Extension; Waiver

Proxy Solicitation

Definitive proxy statement 10.12.07

Table of contents

Preliminary proxy statement 8.14.07

Table of contents

Deal Protection

No shop covenant

Merger agreement 4.2

Proxy statement disclosure

Break-up fee

$385mm, plus out-of-pocket expenses
Agreement 7.3(b)

Proxy statement disclosure

Regulatory Approvals

HSR Act

Merger agreement 5.4

Proxy statement disclosure

Fairness Opinion

Deutsche Bank Securities fairness opinion

Proxy statement disclosure

Disclosure

Proxy statement disclosure

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