On August 23, 2011, Ashland Inc. (“Ashland”) filed a report on Form 8-K (the “Original Form 8-K”) to report the completion of its acquisition of International Specialty Products Inc. (“ISP”) on August 23, 2011, pursuant to the terms of the Stock Purchase Agreement, dated May 30, 2011, among Ashland and the shareholders of ISP (the “Stock Purchase Agreement”). Pursuant to the terms of the Stock Purchase Agreement, Ashland acquired all of the outstanding equity interests of ISP. The description of the Stock Purchase Agreement is qualified in its entirety by the full text of the agreement attached as Exhibit 2.1 to the Current Report on Form 8-K dated May 31, 2011.
By this amendment to the Original Form 8-K, Ashland is amending and restating Item 9.01 thereof to include the required financial statement and pro forma financial information.
Item 9.01. Financial Statements and Exhibits
Set forth below are the financial statements relating to the completed acquisition described above that are required to be filed as part of this Form 8-K:
(a) Financial Statements of Business Acquired
Historical audited Consolidated Balance Sheets of ISP Chemco LLC as of December 31, 2010 and 2009, and historical audited Consolidated Statements of Income, Consolidated Statements of Cash Flows and Consolidated Statements of Member’s Equity of ISP Chemco LLC for the Years Ended December 31, 2010 and 2009, and the notes related thereto, with respect to the transaction referred to above are filed as Exhibit 99.1.
The historical unaudited Consolidated Balance Sheets of ISP Chemco LLC as of July 3, 2011, and historical unaudited Consolidated Statements of Income and Consolidated Statements of Cash Flows for the three and six months ended July 3, 2011 and July 4, 2010, and the notes related thereto, with respect to the transaction referred to above are filed as Exhibit 99.2.
Ashland is filing the historical audited annual financial information and historical unaudited interim financial information of ISP Chemco LLC, a wholly-owned subsidiary of ISP, to satisfy the requirements of Rule 3-05 of Regulation S-X with regard to the financial information of an acquired business.
As noted above, Ashland acquired ISP on August 23, 2011. Prior to the completion of the acquisition, certain nominal non-operating assets and liabilities were dividended from ISP to its shareholders. Ashland believes that the historical audited and unaudited financial statements of ISP Chemco LLC, which exclude these nominal non-operating assets and liabilities, are a more meaningful presentation of the business acquired by Ashland.
(b) Pro Forma Financial Information
Unaudited Pro Forma Combined Condensed Balance Sheet as of June 30, 2011, and Unaudited Pro Forma Combined Condensed Statements of Income for the twelve months ended September 30, 2010 and the nine months ended June 30, 2011, and the notes related thereto, with respect to the transaction referred to above are filed as Exhibit 99.3.