Olin and Huntsman Clear HSR Waiting Period for Merger

Olin Corp. (OLN) and Huntsman Corp. (HUN) said Friday that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has expired for their proposed merger of equals, satisfying one of the deal's key closing conditions.

Two of the larger names in American industrial chemistry have cleared the first serious regulatory gate on their proposed combination. Olin Corp. (OLN) and Huntsman Corp. (HUN) said Friday that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has expired in connection with their proposed merger of equals, a step the companies described as satisfying one of the key conditions to closing.

The disclosure was reported by Nasdaq Markets. It is a procedural milestone rather than a completed deal, but it is the kind of milestone that changes how a merger is priced, because it removes the single outcome that most often kills a large horizontal combination outright: a federal antitrust challenge at the front end.

What expiry of the Hart-Scott-Rodino clock actually means

Hart-Scott-Rodino is the premerger notification regime. Parties to a transaction above certain size thresholds must file with the Federal Trade Commission and the Department of Justice and then wait a set period before they are allowed to close. During that window the agencies decide whether they want a closer look. If they do, they issue what is known as a second request, a sweeping demand for documents and data that can stretch a review from weeks into a year or more.

Letting the waiting period lapse is the agencies' way of saying they are not pursuing that closer look right now. It is not a blessing, and it is not an immunity: the government retains authority to challenge a consummated transaction later. In practice, though, expiry without a second request is the outcome merger arbitrageurs care most about, because it collapses the fattest part of the risk distribution.

For a merger of equals between two chemical producers, the antitrust question is rarely abstract. Chlor-alkali, epoxy, polyurethanes and related product lines are commodity businesses with a small number of scaled Western producers and customers who track pricing closely. A regulator inclined to fight would have had ample material. That the clock ran out without one is the substantive news here, more than the paperwork itself.

Where the two stocks last closed

As of the last trade on Thursday, 10 September 2026 at 20:00 GMT, OLN closed at 17.31, down 0.86% on the session from a previous close of 17.46, having traded between 17.11 and 17.77. HUN closed at 9.53, down 0.52% from a prior close of 9.58, with a day range of 9.46 to 9.73. The market is closed; those are last traded prices, not live quotes.

Neither move stands out against the tape. The S&P 500 proxy SPY closed at $757.83, off 0.60%; the Nasdaq 100 proxy QQQ finished at $708.69, down 1.06%; and the Dow 30 proxy DIA ended at $520.75, lower by 0.63%. Both chemical names declined less than the broad indices did that day, which is the most that can be said from the data — a modest relative hold rather than a re-rating.

The ratio between the two closes is roughly 1.82 Olin shares' worth of price per Huntsman share, an illustrative arithmetic point only. It is not an exchange ratio, and the lead does not disclose the terms of the proposed combination. Readers wanting to judge whether the market is pricing the deal at, above or below its agreed terms need those terms from the merger agreement itself; they are not in this announcement.

The conditions that still stand between announcement and close

The companies were explicit that HSR expiry satisfies one condition. Large public-company mergers typically carry several more, and the shape of what remains is standard even where the specifics are not disclosed here:

• Shareholder approval on both sides. A merger of equals is not a takeover of one company by another. Both sets of holders generally vote, which means two proxy statements, two meetings and two chances for an activist or an index-weighted holder to make noise.
• Non-US competition clearances. Chemical producers of this scale sell globally. Reviews by the European Commission, and by authorities in jurisdictions such as the United Kingdom, China, Brazil and elsewhere, run on their own timetables and are entirely independent of the US clock.
• Registration statement effectiveness and listing. Where stock is being issued, the securities registration must be declared effective by the Securities and Exchange Commission and the combined company's shares approved for listing.
• The usual closing mechanics. Accuracy of representations, no material adverse change, and financing or refinancing steps if debt is being moved around.

In a deal of this profile, foreign clearances are typically the long pole. Chinese approval in particular has become a timing variable for cross-border industrial deals in recent years, and it is not something either board controls.

Why the industrial-chemicals cycle is pushing companies together

Consolidation in commodity chemicals is usually a cycle story. When end demand in construction, autos, coatings and durable goods is soft, and when capacity added elsewhere in the world keeps pressing on prices, the returns available from building a new plant look poor next to the returns available from combining two existing asset bases and stripping out duplicated overhead. Merger-of-equals structures are the preferred vehicle when neither side has the balance sheet or the currency to pay a large cash premium for the other.

That framing matters for how investors should read the share prices above. In a genuine merger of equals, there is no single target trading up toward a bid and no acquirer trading down under deal risk. Both sides are, in effect, holding the same combined entity's prospects. The trade becomes a view on synergy delivery and on the cycle turning, not a spread capture.

What to watch from here

Three markers will tell investors more than any commentary. First, the proxy and registration filings, which will set the vote dates and put the exchange ratio, board composition and the named headquarters in front of holders. Second, announcements of clearance in Europe and Asia, which convert the deal from a domestic-approval story into a global one. Third, any divestiture commitments — even with the US clock expired, an overseas regulator can extract remedies that change the economics of the combined business.

Until those land, HSR expiry is what it is: one condition down, meaningful because of what it rules out, and not yet a closing. The two stocks' last closes sit near the lower end of their respective sessions, which is a fair description of a market that has not yet decided the combination changes the cycle either company is operating in.

Frequently asked questions

What is the Hart-Scott-Rodino waiting period?

Hart-Scott-Rodino is the US premerger notification law. Companies above certain size thresholds must file with the Federal Trade Commission and the Department of Justice, then wait a defined period before closing. If the agencies do nothing and the clock expires, the parties may proceed on that front. If they want more scrutiny, they issue a second request for documents and data.

Does HSR expiry mean the Olin-Huntsman merger is approved?

No. Olin and Huntsman said expiry of the waiting period satisfies one of the key conditions to closing, not all of them. US antitrust authorities also retain the ability to challenge a transaction after it closes. Other conditions, including shareholder votes and clearances from competition regulators outside the United States, typically remain outstanding.

How did Olin and Huntsman shares last close?

As of the last trade on 10 September 2026 at 20:00 GMT, OLN closed at 17.31, down 0.86% from a previous close of 17.46, with a session range of 17.11 to 17.77. HUN closed at 9.53, down 0.52% from a prior close of 9.58, trading between 9.46 and 9.73. The market was closed at the time of writing.

What is a merger of equals?

A merger of equals combines two companies of broadly comparable size without a large cash premium paid by one to the other. Shareholders of both typically receive stock in the combined entity and both sets of holders usually vote. Because there is no clear acquirer and target, the share prices do not behave like a conventional takeover spread.

What conditions usually remain after an HSR clearance?

Shareholder approval at both companies, effectiveness of any securities registration statement with the Securities and Exchange Commission, stock exchange listing approval for the combined company, competition clearances in non-US jurisdictions, and customary items such as accuracy of representations and the absence of a material adverse change.

How did the broad market close on the same session?

The S&P 500 proxy SPY closed at $757.83, down 0.60% on the day. The Nasdaq 100 proxy QQQ ended at $708.69, lower by 1.06%. The Dow 30 proxy DIA finished at $520.75, off 0.63%. Both chemical shares fell less than those benchmarks did in that session.

Sources

• Olin And Huntsman Clear Antitrust Waiting Period For Proposed Merger — Nasdaq Markets

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