Olin and Huntsman say the shareholder suits over their merger have no merit, and eight days before the vote both companies published the banker numbers the suits asked for

Both sides filed the same kind of document within eight minutes of each other on Monday evening.

Olin and Huntsman agreed a merger of equals on June 15. Their shareholders vote on it separately on August 25. On Monday each company filed a Form 8-K under Item 8.01 that adds material to the joint proxy statement and prospectus, and each explains at length that it did not have to.

Three lawsuits

Two complaints were filed in the Supreme Court of the State of New York on July 30 by purported Huntsman stockholders, Jackson and Thompson, each alleging among other things that the proxy omitted material information and asserting negligent misrepresentation and concealment and negligence under New York law. Both ask the court to enjoin the vote or the merger until corrective disclosures are made, and to award damages if it goes ahead anyway. Huntsman has also received demand letters making similar allegations.

A third was filed on August 11 in the Circuit Court of Cole County, Missouri by purported Olin shareholders, against Olin, its directors and Huntsman. It alleges a violation of the Missouri Securities Act alongside the same common law claims.

The companies say the allegations are without merit, that the proxy fully complies with the Exchange Act and every other applicable law, and that no further disclosure is required. They then disclose. The stated reason is to avoid any risk of delaying the merger and to avoid the expense and distraction of defending the actions, and both filings say the supplement is not an admission that anything in it was legally necessary or material.

What is actually new

Most of it concerns the opinion of Lazard, financial adviser to Olin.

The discounted cash flow work now carries its inputs. Lazard used net debt and other items of approximately $2,804m for Olin and approximately $1,908m for Huntsman, each as of March 31 this year, and fully diluted share counts of 117.506m to 117.961m for Olin and 178.068m to 178.241m for Huntsman, on the treasury stock method and based on figures management supplied on June 12. In the value creation analysis, the one-time costs of putting the two companies together were tax-adjusted at an assumed Olin rate of 25.0 percent.

Then the conflict disclosure, which is the part that reads least like boilerplate. Lazard has done no other investment banking work for Olin in the past two years that is expected to produce a fee. The combined company has made no commitment to hire Lazard after completion. As of June 15 neither Lazard nor its affiliates held any Olin or Huntsman stock on their own account.

Citi, on the Huntsman side, added a paragraph on how it calculated the implied exchange ratio ranges in its analyses. The lists of comparable public companies were restated, in chemicals and, because of Winchester, in firearms and ammunition.

What did not change

The terms. The date. The Olin board still recommends a vote in favour of every merger proposal, and both companies say that if more complaints or demand letters arrive they will not announce each one unless the law makes them.