« February 2007 | Main | May 2007 »

April 23, 2007

CEO of Dow Chemical Liveris sparks questions at EPIIC panel: put on the spot over Bhopal

Christy McCuaig, Tufts Daily, March 5, 2007

Andrew Liveris, the CEO of Dow Chemical, speaks at an EPIIC panel.
PHOTO: Jo Duara

On Saturday night during a panel in the ASEAN Auditorium about corporate responsibility, a question and answer session highlighted tensions regarding a chemical company connected to a massive industrial disaster that occurred over 22 years ago.

The panel, part of the 2007 Norris and Margery Bendetson EPIIC International Symposium entitled "Global Crises: Governance and Intervention," featured seven speakers, including Andrew Liveris, the CEO of Dow Chemical and a current Tufts trustee.

During part of the night, Liveris had to defend Dow Chemical and its subsidiary company Union Carbide against pointed questions from audience members about a massive gas leak in Bhopal, India that led to what the BBC has called "one of the world's largest industrial accidents."

Approximately 3,000 people died in the days after the accident at Union Carbide's Bhopal plant, and around 50,000 people required treatment in the same period, according to the BBC. More have died in the following years. Union Carbide has since reached an agreement to pay almost $500 million, a small amount of what was originally sought.

Warren Anderson, the then-chairman of Union Carbide, still faces criminal charges in India, but has not been extradited.

Much of the clash between students and Liveris came during the question and answer period of the event, during which he defended his company.

"I am sorry, but you have to get your facts straight," Liveris told one questioner. "Go to New Delhi and talk to the Indian government. That case was settled long ago by Union Carbide with the Indian government for $470 million dollars which is still sitting in escrow," he said.

He said it is now the Indian government's job to use the money in an appropriate way. "It is the responsibility of the Indian government to clean up in Bhopal, not Dow," he said.

But students entering Cabot Auditorium got a different impression while treading on a sidewalk featuring chalkings protesting Dow. One read "Poisoned by Dow," while others included statistics.

Aquene Freechild, a Somerville resident and active member of Students for Bhopal, took responsibility for the chalkings.

"If I dump chemicals on your lawn, it doesn't mean I'm not responsible for cleaning them up, even if it is your property," she said.

Posted by bhola at 08:32 AM | Comments (0)

Public health agency linked to chemical industry: The work of a federal risk-assessment center is guided by a company with manufacturing ties. Some scientists see bias

Marla Cone, Los Angeles Times, March 4, 2007

For nearly a decade, a federal agency has been responsible for assessing the dangers that chemicals pose to reproductive health. But much of the agency's work has been conducted by a private consulting company that has close ties to the chemical industry, including manufacturers of a compound in plastics that has been linked to reproductive damage.

In 1998, the Center for the Evaluation of Risks to Human Reproduction was established within the National Institutes of Health to assess the dangers of chemicals and help determine which ones should be regulated. Sciences International, an Alexandria, Va., consulting firm that has been funded by more than 50 industrial companies, has played a key role in the center's activities, reviewing the risks of chemicals, preparing reports, and helping select members of its scientific review panel and setting their agendas, according to government and company documents.

The company produces the first draft of the center's reports on the risks of chemicals, including a new one on bisphenol A, a widely used compound in polycarbonate plastic food containers, including baby bottles, as well as lining for food cans.

The center's work is considered important to public health because people are exposed to hundreds of chemicals that have been shown to skew the reproductive systems of newborn lab animals and could be causing similar damage in humans. Chemical companies and industry groups have staunchly opposed regulation of the compounds and have developed their own research to dispute studies by government and university scientists.

The bisphenol A report, which some scientists say has a pro-industry bias, is a public document scheduled for review by the center's scientific panel on Monday. Employees of Sciences International involved in writing it will preside over the meeting.

Sen. Barbara Boxer (D-Calif.) and Rep. Henry A. Waxman (D-Los Angeles) in a Wednesday letter called for an explanation of the company's role and disclosure of its potential conflicts of interest before the panel convenes Monday. Boxer chairs the Senate's environmental committee and Waxman chairs the House's government oversight and reform committee.

Sciences International executives declined to comment to The Times, referring all questions to the National Institute of Environmental Health Sciences.

Michael Shelby, director of the federal reproductive health center, which is based in North Carolina's Research Triangle Park, also declined to discuss Sciences International.

But Robin Mackar, a spokeswoman for the National Institute of Environmental Health Sciences, which oversees the reproductive center, said Sciences International "has worked for the center since 1998 without any problems" and has participated in reports on 17 chemicals.

"These contractors have no decision-making or analytical responsibilities," she said.

But according to company and government websites and Federal Register documents, Sciences International is involved in management and plays a principal scientific investigative role at the federal center. The company has a $5-million contract with the center, according to an NIEHS document.

"The most significant project at our firm is the management of the National Toxicology Program's Center for the Evaluation of Risks to Human Reproduction," the Sciences International website says. It says half its clients are from the private sector, but its health studies are independent and it "is proud of its reputation for objective science."

Its current website contains no list of industry clients. But a 2006 version names BASF and Dow Chemical — which manufacture the plastics compound BPA — as well as DuPont, Chevron, ExxonMobil, 3-M, Union Carbide, the National Assn. of Manufacturers, and 45 other manufacturing companies and industry groups.

In 1999, Sciences International represented R.J. Reynolds Tobacco Co. in fighting an Environmental Protection Agency proposal to regulate a pesticide used on tobacco crops. In 2004, its vice president, Dr. Anthony Scialli, who is identified as the federal center's "principal investigator," co-wrote a study with a Dow Chemical Co. researcher on how to extrapolate data from animal tests to humans.

In addition, another Sciences International employee who works at the federal agency, Gloria Jahnke, has collaborated nine times on chemicals research with another company that gets funding from the plastics industry, according to a Times review of medical publications.

Sciences International's president boasted about its close collaboration with the federal reproductive health center, as well as the EPA and other federal agencies, in a letter soliciting R.J. Reynolds as a client in 1999.

Signed by company founder Elizabeth Anderson, the letter stated that Sciences International "serves the private sector, including many trade associations, on a wide range of health and risk assessment issues. However, we are different from most other consulting firms in that we also currently serve government agencies," which, the letter said, gives the company "a unique credibility to negotiate with regulators on behalf of our private sector clients."

The role of Sciences International in the federal center's work came to the attention of Environmental Working Group, a nonprofit advocacy group focused on environmental health, last month after some scientists who saw the report on BPA complained that it was biased toward the industry's position that low doses have no effect.

"We are unaware of any other instance in which nearly all of the functions of a public health agency have been outsourced to a private entity," wrote Richard Wiles, the working group's executive director, in a letter to the director of the NIH's National Toxicology Program, which runs the reproductive health center. "Questions about the objectivity and adequacy of this review process and the reviewers must be resolved before a final decision on BPA is reached."

Debate over BPA is one of the most contentious environmental health issues faced by government and industry. Traces are found in the bodies of nearly all Americans tested, and low levels — similar to amounts that can leach from infant and water bottles — mimic estrogen and have caused genetic changes in animals that lead to prostate cancer, as well as decreased testosterone, low sperm counts and signs of early female puberty, according to more than 100 government-funded studies. About a dozen industry-funded studies found no effects.

Fred vom Saal, a University of Missouri-Columbia scientist conducting NIH-funded BPA research, said the draft report written by Sciences International downplays the risks of the plastics chemical and makes critical mistakes.

"It's a combination of inaccurate information and blatant bias as it exists in its draft form," vom Saal said. "They specifically ignore fatal flaws in industry-sponsored publications." He said the 300-page report misrepresented government-funded studies that found effects by inaccurately portraying their findings, and failed to note industry funding of some studies cited.

Shelby, the center's director, in a late February memo to the Environmental Working Group, said Sciences International reviews the scientific literature on chemicals and writes the basic reports, but that conclusions are prepared by the center's panel of independent scientists, which "serves to minimize or eliminate any bias that might possibly be introduced by the contractor."

Shelby wrote that there are no requirements for Sciences International or other contractors to disclose financial conflicts of interest.

Mackar, of the National Institute of Environmental Health Sciences, said the chemical reviews are "all open and public" and "we're confident in our scientific panel."

But Vom Saal said that although the scientific panel includes many good, independent scientists, "none of them have expertise with this chemical."

A Federal Register document describing the center's creation in 1998 said scientists from Sciences International and the center "constitute a core committee" that "selects the expert panel membership and establishes the meeting agenda."

Posted by bhola at 08:30 AM | Comments (0)

Firm with suspect ties monitors chemical industry for government

Megan Tady, The New Standard, March 2, 2007

A private firm that may have ties to chemical companies is helping to run a US government agency tasked with investigating how chemicals adversely affect reproductive health.

The Center for the Evaluation of Risks to Human Reproduction (CERHR) – an arm of the National Institute of Environmental Health Sciences – is actually managed, in part, by Sciences International (SI), a private consulting firm. SI provides scientific and administrative support. The company also oversees the nomination of chemicals for review and of panel members who evaluate the chemicals.

An investigation by the Environmental Working Group (EWG) has found that SI may have "a close working relationship with, and financial ties to, companies that manufacture the very chemicals SI is charged with reviewing for CERHR." According to SI’s web site, fully half of the company’s clients are private-sector companies, though no names are divulged.

In 2004, Anthony Scialli, the vice president of SI and principal investigator for CERHR, co-authored a scientific paper with a Dow Chemical Company employee on birth-defect research. The report was funded by the European Chemical Industry Council, which represents 29,000 chemical companies.

Since the late 1990s, SI has helped the tobacco company RJ Reynolds fight stricter regulations on a toxic pesticide proposed by the Environmental Protection Agency.

Scientists who serve on CERHR panels to assess chemicals are required to sign conflict-of-interest forms. But according to a letter to EWG from CERHR director Michael Shelby, "no specific [conflict of interest] restrictions are placed on [SI]."

Shelby did not answer a request from The NewStandard to clarify his statement to EWG.

In a letter sent this week to the director of the CERHR umbrella agency, the Environmental Working Group asked for clarification of SI’s policy on conflicts of interest, and for the company to disclose any potential conflicts.

SI would not release the names of its private-sector clients to The NewStandard. Requests for a comment on the EWG’s allegations were referred to CERHR’s parent agency, the National Institute of Environmental Health Sciences. A spokesperson for that agency said the director is preparing a response for EWG but declined to comment further.

The EWG said disclosure is particularly important as a CERHR panel prepares to review a report next week on the chemical bisphenol A, written with the help of SI staff. The panel is discussing whether the chemical is hazardous to humans. Dow Chemical is a major manufacturer of bisphenol A.

Posted by bhola at 08:27 AM | Comments (0)

An Indian bid for Dow Chemical?

RUTH DAVID, FORBES.COM, FEBRUARY 27, 2007

MUMBAI - Reliance Industries, India’s largest company by market capitalization, is reportedly seeking $2 billon in financing from banks to develop a gas field off India’s east coast, and it may be maneuvering to acquire a global petrochemical giant.

The Times of India reported Tuesday that Chairman Mukesh Ambani was in a position to raise $6 billion to buy foreign firms in concert with private equity funds. According to unnamed sources, the target is either Dow Chemical or a U.S. refinery.

A Reliance spokesperson in Mumbai refused to comment on whether the company was planning to make an overseas acquisition.

Sources familiar with the matter denied that Dow Chemical was one of the acquisition targets.

The news added to the rumors swirling around Dow. Its shares rose sharply Monday following a report in the British Sunday Express that the blue-chip company could get a record takeover bid worth up to $54 billion from a consortium of private-equity firms. (See: " Buyout Rumor Boosts Dow Shares")

Separately, Reliance has reportedly asked banks to submit proposals by March 5 for a 10-year, $2 billion loan to help it develop the Krishna Godavari gas field. Reliance believes the field could produce as much as 80 million cubic meters of gas of day — almost as much as India currently consumes.

Reliance, which operates India’s largest refinery, is also spending $3 billion to build a petrochemical plant with a capacity of 2 million tons annually in western India.

This weekend, Reliance Industries said Ambani and his associates would buy warrants convertible into shares, prompting speculation that he plans to maintain a majority stake in case of a share sale.

Ambani and his associates, who own 50.62% of the company, will buy 120 million warrants convertible into an equal number of shares. That will boost share capital by 8.6%. The warrants will be convertible at a price of 1,402 rupees ($31.83) over 18 months.

Overseas acquisitions aside, Reliance, which has a market cap of $44 billion, needs billions of dollars for its domestic ventures. It is planning to sink $5 billion into the first phase of its push into the oil and gas industry, and it intends to invest $5.6 billion in retail ventures through 2011.

Reliance shares fell 0.2% Tuesday on the Bombay Stock Exchange to close at 1,404.95 rupees ($31.90).

Posted by bhola at 08:22 AM | Comments (0)

Dow Chemical attracts more buyout speculation

SMARTMONEY.COM, FEBRUARY 26, 2007

Dow Chemical (DOW)
Share price as of Friday's close: $43.45
Share price now: $44.99
Percent change: 3.5%
Volume: 36.2 million shares, daily average 5.3 million

The News
Buyout fever spiked shareholder temperatures over Dow Chemical (DOW: 45.21, +0.25, +0.6%) on speculation that a blockbuster private-equity deal was in the works, though enthusiasm cooled by the close, leaving shares up 3.5% for the day.

The Sunday Express, a British newspaper better known for its crime and scandal coverage, said a group of private-equity firms was readying a bid of $54 billion for Dow, a multinational chemicals conglomerate based in Midland, Mich. The consortium "likely" includes Kohlberg Kravis Roberts, Blackstone Group and Carlyle Group, according to the report.

Posted by bhola at 08:20 AM | Comments (0)

Dow Chemical shares surge on speculation: Private-equity bid could be worth $54 billion, U.K. tabloid reports

Steve Goldstein & Laura Mandaro, MarketWatch, February 26, 2007

SAN FRANCISCO (MarketWatch) -- Dow Chemical Co. shares Monday made their biggest one-day move in more than four years as investors reacted to a story in a British tabloid that the company could be the latest and largest firm to field a leveraged buyout offer.

In the next few weeks, Dow will get a takeover bid worth up to $54 billion from a consortium of private-equity firms, the Sunday Express reported over the weekend.

The report sent Dow shares surging by as much as 8.7%, the biggest one- day move since October 2002, to a new 52-week high of $47.26. They closed up 3.5% to $44.99 on volume of more than 37 million shares.

Investors were keenly focused Monday on mergers and acquisitions following news over the weekend that a private investment group led by Kohlberg Kravis Roberts is paying $45 billion to buy TXU Corp., the biggest power utility in Texas, in what would rank as the biggest leveraged buyout in U.S. history. See related story.
However, the Dow story is from a publication not well-known for its mergers-and-acquisition coverage -- the tabloid Sunday Express, which also offered its readers a compact disc from the Culture Club. The newspaper didn't identify the source of its information.
It said the buyout team is "likely" to be composed of Kohlberg Kravis Roberts, Blackstone Group and Carlyle Group. They intend to break up Dow Chemical into smaller companies, the report said.
An offer is expected to come in at $60 a share, against Friday's close of $43.45, the report added. Unnamed "speculators" believe the breakup value could be up to $80 a share, the paper reported.
Dow Chemical, the top U.S. chemicals maker, is a component of the S&P 500.

Chris Huntley, a spokesman for the Midland, Mich.-based company, would not comment Monday. But analysts said the company's management is likely to oppose any attempt at a breakup. See full story.

Steve Goldstein is MarketWatch's London bureau chief.
Laura Mandaro is a reporter for MarketWatch in San Francisco.

Posted by bhola at 08:17 AM | Comments (0)

Shell, Dow appeal against fines for fixing rubbery prices

STEPHANIE BODONI, BLOOMBERG LONDON, FEBRUARY 21, 2007

ROYAL Dutch Shell, Dow Chemical, and two other companies are appealing against European Union fines levied against them for fixing prices of synthetic rubber.

Shell, Europe's biggest oil company, and Dow, the largest US chemicals maker, were among five companies fined €519 million ($A867 million) by EU regulators in November for colluding to rig the price of rubber ingredients used in tyres.

EU Competition Commissioner Neelie Kroes levied a record €1.84 billion in fines on seven cartels last year. Eni SpA, Europe's fourth-biggest oil company, received the highest, €272.2 million, for the rubber cartel. Shell was fined €160.9 million and Dow €64.6 million.

Shell and Dow filed appeals on February 16 with the European Court of First Instance in Luxembourg, the EU's second-highest court, according to Sarah Smallhorn, a spokeswoman at Shell, and Dow spokeswoman Alexandra von Holzing. A ruling could take as long as three years.

Eni plans to file its appeal soon, probably tomorrow, Mario Siragusa, a lawyer for the Rome-based company, said in a telephone interview yesterday.

Shell and Eni had their fines raised for being repeat offenders, while Bayer AG was exempt because it tipped off the regulator. Poland's Trade-Stomil Sp z o.o. was fined €3.8 million.

Unipetrol AS, the Czech Republic's biggest oil company, and its rubber-making subsidiary Kaucuk, filed an appeal on February 17 against a €17.5 million fine for colluding in the cartel, according to spokeswoman Michaela Lagronova. Unipetrol is controlled by Polish oil company PKN Orlen SA.

The November cartel decision focused on two synthetic rubber products, called styrene butadiene and emulsion styrene butadiene, which are used in production of tyres and footwear, among other items. The conspiracy to lift prices of the chemicals ran from at least 1996 to 2002, the commission said.

Posted by bhola at 08:11 AM | Comments (0)

Dow chem’s kick-back issue rocks agriculture ministry

ASHOK B SHARMA, FINANCIAL EXPRESS, FEBRUARY 17, 2007

NEW DELHI, FEB 16: The agriculture ministry has been taken aback by reports that a heavy penalty has been imposed on US company Dow Chemical for making “improper” payments to Indian government officials for allowing the use of its pesticides.

The Securities and the Exchange Commission (SEC) in the US on Tuesday slapped a civil penalty of $325,000 on Dow Chemical in an effort to settle the charge that the company’s subsidiary, DE-Nocil Crop Protection Ltd, made “improper” payments to Indian government officials. Dow Chemicals agreed to settle the matter without admitting or denying wrong-doings and to desist from future violations of the Foreign Corrupt Practices Act.

The SEC found that DE-Nocil improperly paid an estimated $200,000 to government officials in India for registration of some of its products in the period 1996-2001. The SEC noted that the payments were not adequately reflected in Dow Chemical’s books and records, and the company’s internal control failed to prevent the payments.

When asked to comment on the situation, a senior official of the Union agriculture ministry said: “We are surprised at this development. We follow strict norms for registration of pesticides in the country. There is a registration committee of experts to assess the hazards connected with pesticides and their effectiveness. On the basis of the registration committee’s recommendations, the Central Insecticides Board allows registration and use of pesticides.”

According to sources in the ministry, the registration committee and the Central Insecticides Board would be asked to review all the products of DE-Nocil registered in the period 1996-2001. Over 203 pesticides have been so far registered in the country. The manufacture and import of about 27 pesticides have been banned.

Posted by bhola at 08:07 AM | Comments (0)

Probe sought into Dow company activities

THE HINDU, FEBRUARY 17, 2007

`Order probe by law enforcement authorities and EOW'

BHOPAL: Leaders of four voluntary organisations working with the victims of the 1984 gas tragedy here have said that an FIR should be lodged against the Dow Chemical Company of the United States and its Indian subsidiary the Dow Agrosciences India (earlier DeNocil) for "bribes" paid by them for setting up a factory near Pune.

They demanded separate enquiries by the law enforcement authorities and the Economic Offences Wing into the matter.

At a press conference, organised jointly by the Bhopal Group for Information and Action, the Bhopal Gas Peedit Mahila Stationery Karmachari Sangh, the Bhopal Gas Peedit Mahila Purush Sangharsh Morcha, and the Bhopal ki Aawaaz, founder-chairman of Bhopal Group for Information and Action Satinath Sarangi alleged on Friday that the Dow Chemical Company paid a fine of $3,25,000 to the U.S. financial regulator Securities Exchange Commission earlier this week without admitting or denying the commission's allegations.

Posted by bhola at 08:06 AM | Comments (0)

Midland dioxin results lead to no surprises

ASSOCIATED PRESS, FEBRUARY 13, 2007

MIDLAND - The state and Dow Chemical Co. say the results of recent testing for dioxin pollution in soils in the city, which are scheduled to be released next month, came in about as expected.

Some levels may be higher than the state's action level of 90 parts per trillion, but none of the about 400 samples showed more than 1,000 parts per trillion, Dow's Michigan Dioxin Initiative Director Greg Cochran told the Midland Daily News.

DEQ officials said the soil sample results will likely be posted on the DEQ Web site, www.michigan.gov/deqdioxin.

Posted by bhola at 08:04 AM | Comments (0)

April 17, 2007

A Dow LBO: Is it even possible?

Joseph Chang, ICIS news, 17 April 2007

NEW YORK (ICIS news)--With all the talk about Dow Chemical in the crosshairs of private equity, the big question is: Can it even be done?

Wall Street has its doubts, and for good reason. Dow is a big pill to swallow and will not come cheaply. But let’s see if it is possible.

Shares of Dow Chemical trade at almost $46. With 971.1 million diluted shares outstanding at the end of 2006, that gives the company a market capitalisation of about $44.7bn (€33.1bn).

Add on $6.6bn in net debt and you come to a total enterprise value of $51.3bn in the public market.

That’s the current public value of Dow, but a private equity buyer would have to offer more, even with a buyout premium already priced into Dow’s stock from all the takeover speculation. But we’ll get into that later.

Let’s look at the cashflow side of Dow to see if there’s enough cash generated from the business to warrant a buyout at today’s price levels.

In 2006, Dow Chemical generated $4.15bn in cash from operating activities. The company also spent $1.78bn on capital expenditures. So free cashflow (cash from operating activities minus capital expenditures) came to $2.37bn in 2006.

Taking the $51.3bn enterprise value of Dow and dividing by the 2006 cashflow of $2.37bn gives a multiple of 21.6 times cashflow – a hefty figure.

From 2000-2006, private equity buyouts of chemical businesses have taken place at an average of 7.9 times cashflow for specialty assets and 6.8 times for commodities, according to New York-based investment bank Young & Partners.

And while the multiples paid in private equity buyouts have risen lately towards 10 times EBITDA (earnings before interest, tax, deprecation and amortisation) in certain cases, they are nowhere near 21 times.

And that could very well have been peak-of-the cycle earnings for Dow in 2006. The consensus on Wall Street is that Dow’s earnings will fall in 2007 and further in 2008.

So a private equity buyout of Dow Chemical looks impossible on this basis.

But if only things were so simple.

Let’s take a look at the best-case buyout scenario, seeing how a deal could be done.

The first thing would be to exclude working capital adjustments in the cashflow numbers. Sometimes inventories and accounts receivables are built up in one period, reducing the underlying cashflow.

In 2006, Dow built up a net $1.16bn in working capital. Adding that amount back into cashflow of $2.37bn would give Dow underlying cash flow of about $3.53bn.

Excluding working capital adjustments, Dow still trades at a high multiple of 14.5 times cashflow.

But Dow is pursuing what it calls an “asset-light” strategy where it will seek to reduce its exposure to highly cyclical, capital-intensive commodity chemical businesses.

For the sake of argument, let’s say Dow management or private equity owners would be able to slash the company’s capital spending by half, saving $890m/year.

Adding the $890m back to an underlying cashflow of $3.53bn yields a figure of $4.42bn in potential cashflow.

Using this best-case figure, Dow trades at a multiple of 11.6 times 2006 cashflow – much more reasonable than the original 21.6 times.

But as mentioned before, a private equity buyer would have to pay a premium to Dow’s current market value to buy it out.

So let’s say private equity offered to acquire Dow at $53 per share – around the price from the latest rumour.

At $53, the buyout would value Dow’s stock at a total of $51.5bn. Add on the $6.6bn in net debt and you have a total takeover price of $58.1bn.

Taking that figure and dividing by the “best-case” cashflow of $4.42bn yields a multiple of 13.1 times cashflow.

The verdict: a tough deal, but still within the realm of possibility. And selling off non-core assets could make the numbers work even better.

It appears the only way any leveraged buyout (LBO) of Dow could take place is if private equity buyers already have agreements in place to sell off some of the assets to help finance the deal.

Private equity would probably have to team up with at least one strategic player.

It is not likely that any public company in the US or Europe would want to buy Dow at this price.

But large firms in Asia or the Middle East may want a big piece of the largest chemicals market in the world, the US, and be willing to pay for it.

Posted by tim at 12:09 AM | Comments (0)