Olin-Huntsman Merger Clears U.S. HSR Waiting Period, Removing Key Closing Condition

Olin and Huntsman have cleared another step toward closing their planned merger, with the companies saying the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act has expired. In a joint release issued Friday, the two chemical producers said the expiration of the HSR waiting period satisfies one of the key closing conditions for their pending all-stock merger of equals.

The milestone matters because it removes a major U.S. antitrust timing hurdle, but it does not complete the deal. Olin and Huntsman said the merger still requires additional regulatory approvals, which are under way, along with the satisfaction or waiver of other customary closing conditions. The companies continue to target closing in the first half of 2027.

That timeline is consistent with the merger agreement summary in Olin’s June 16 current report filed with the Securities and Exchange Commission. The filing laid out the deal terms, the remaining closing conditions and the structure the parties expect to use once every required approval is in place. Friday’s update narrows the list of unresolved conditions, but it leaves the broader regulatory process unfinished.

HSR expiry removes one hurdle, not the whole approval process

For merger announcements, the Hart-Scott-Rodino process is often the first clear regulatory marker that investors can track publicly. The law requires companies above certain thresholds to notify U.S. antitrust authorities and then wait through a review period before completing a deal. When that waiting period expires, the parties may move closer to closing, but only if every other required approval and condition is also satisfied.

That distinction is especially important here because Olin and Huntsman said more approvals are still needed. Their June SEC filing listed, in addition to the HSR condition, certain foreign antitrust and regulatory clearances, the absence of governmental restraints that would block the merger, the effectiveness of Olin’s registration statement for the stock to be issued in the deal, the approval of that stock for New York Stock Exchange listing and the usual representations, warranties and covenant conditions. Some of those items have already advanced since June, but the companies have not yet said that all remaining regulatory reviews are complete.

Investors therefore should read Friday’s announcement as a meaningful milestone rather than an all-clear signal. The companies did not announce a revised closing date, and they did not indicate that any other key condition had been newly satisfied at the same time. What changed is narrower: the U.S. waiting period tied to HSR is no longer outstanding.

The update also matters because the companies had already secured the shareholder approvals needed for the merger. With those votes behind them, the remaining path to closing is more heavily focused on regulators and the final customary conditions than on internal corporate approvals.

Shareholders have approved a direct merger with a fixed stock exchange ratio

Olin and Huntsman announced on Aug. 25 that their respective shareholders had approved the proposals needed to complete the merger. According to the companies’ joint statement at the time, about 97% of the votes cast at Olin’s special meeting supported the deal, representing 81% of Olin’s outstanding shares, while about 99% of the votes cast at Huntsman’s special meeting supported the merger, representing 75% of Huntsman’s outstanding shares. Based on those results, the companies said the deal would proceed through a direct merger, subject to the remaining conditions.

The economic terms were set when the merger was announced in June. Under the merger agreement, Huntsman shareholders are to receive 0.5476 shares of Olin common stock for each Huntsman share they hold. On that basis, Olin shareholders are expected to own about 54.5% of the combined company and Huntsman shareholders about 45.5% once the merger closes.

The companies also have already mapped out the leadership structure for the combined business. OlinHuntsman, the name planned for the post-merger company, is expected to be headquartered in The Woodlands, Texas. Ken Lane, Olin’s president and chief executive officer, is set to become chief executive officer of the combined group, while Peter Huntsman is expected to serve as non-executive chairman of the board.

Because the merger is structured as an all-stock deal, the closing does not depend on arranging a large cash financing package. That can simplify one part of execution, but it does not lessen the importance of the regulatory process. Until the final approvals arrive, Olin and Huntsman remain separate public companies and continue to operate independently.

The companies are pitching scale, cash flow and chemical-chain reach

When Olin and Huntsman unveiled the merger in June, they described the deal as a way to build a larger North American chemicals company with broader reach across the value chain. The companies said the combined business would have roughly $12.5 billion in 2025 revenue on a combined-company basis and a footprint stretching across North America, Europe and Asia. Olin’s ammunition business, Winchester, is also expected to remain part of the combined company.

Management has pointed to more than $400 million of identified cost and raw-material benefits. That figure includes more than $300 million of annual run-rate savings and other benefits expected by the end of year three, with more than 90% of that total targeted within the first 24 months after closing. The companies also outlined an additional $100 million of raw-material benefits beginning in 2031, plus about $125 million of expected cash tax benefits from accelerating net operating losses.

The strategic case rests on bringing together Olin’s upstream chemicals and feedstock position with Huntsman’s downstream products, formulation know-how and advanced materials portfolio. In practical terms, the companies argue that a larger and lower-cost platform should help them serve customers across more end markets, including construction, industrial applications, automotive and infrastructure, while supporting steadier earnings and cash generation over the cycle.

Whether investors ultimately embrace that case will depend less on Friday’s procedural milestone than on what follows next. HSR clearance removes one important condition, and the shareholder votes are already in hand. The remaining test is whether Olin and Huntsman can secure every other approval needed to close the merger on the timetable they have laid out for the first half of next year.