Dow in the Sale of Its Refinery Business

August 10, 2009

Cleary Gottlieb advised The Dow Chemical Company on worldwide antitrust matters in connection with the sale of its refinery business (DRB) to TOTAL SA of France. DRB includes a 45% stake in the capital of TOTAL Raffinaderij Nederland NV (TRN), a crude oil refinery in Vlissingen, the Netherlands.

The acquisition by Total involved the exercise of a right of first refusal, which pre-empted an agreement for the sale of DRB by Dow to Valero Energy Corporation (USA). Total intends to sell DRB on to OAO Lukoil of Russia as part of a broader strategic partnership between Lukoil and Total. Russian crude oil, for which Lukoil is one of the major suppliers, represents one of the main sources of the Vlissingen refinery. More broadly, this type of crude oil represents a significant portion for the supply of Total’s European refineries.

The whole operation, including the back-to-back sale to Lukoil, was examined by the European Commission and cleared under the simplified merger review procedure. The transaction amount is approximately $725 million, including inventory.

This transaction follows the successful clearance obtained for Dow’s $18.8 billion acquisition of Rohm and Haas Company.