Filed by Ashland Inc. pursuant to Rules 165 and 425
promulgated under the Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12 promulgated under
the Securities Exchange Act of 1934, as amended.
SubjectCompany: Ashland Inc.
Commission File No.: 001-02918
(Excerpt from a press release issued May 16, 2005)
ASHLAND, MARATHON AND IRS REACH
CLOSING AGREEMENT ON TAXATION OF MAP TRANSFER
Covington, Ky. - Ashland Inc. (NYSE: ASH) and Marathon Oil Corporation
(NYSE: MRO) today executed a closing agreement with the IRS regarding
various tax consequences of the companies' amended agreement under which
Ashland plans to transfer its 38-percent interest in Marathon Ashland
Petroleum LLC (MAP) and two other businesses to Marathon.
As announced on April 28, 2005, under terms of the amended
transfer agreement, the completion of the transfer is conditioned on
Ashland and Marathon entering into a closing agreement with the IRS. This
condition has now been satisfied.
The transaction continues to be subject to, among other things,
approval by Ashland's shareholders and consent from Ashland's public debt
holders. Ashland and Marathon have agreed to use their reasonable best
efforts to complete the transaction by June 30, 2005. The termination date
for the transaction is September 30, 2005.
ABOUT ASHLAND
Ashland (NYSE: ASH) is a Fortune 500 transportation construction,
chemicals and petroleum company providing products, services and customer
solutions throughout the world. To learn more about Ashland, visit
www.ashland.com.
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements, within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These statements include those that refer
to Ashland's expectations about the MAP transaction. Although Ashland
believes its expectations are based on reasonable assumptions, it cannot
assure the expectations reflected herein will be achieved. The risks,
uncertainties, and assumptions include the possibility that Ashland will be
unable to fully realize the benefits anticipated from the MAP transaction;
the possibility the transaction may not close including as a result of
failure of Ashland to obtain the approval of its shareholders and other
risks that are described from time to time in the Securities and Exchange
Commission (SEC) reports of Ashland. Other factors and risks affecting
Ashland are contained in Ashland's Form 10-K, as amended, for the fiscal
year ended Sept. 30, 2004, filed with the SEC and available on Ashland's
Investor Relations website at www.ashland.com/investors or the SEC's
website at www.sec.gov. Ashland undertakes no obligation to subsequently
update or revise the forward-looking statements made in this news release
to reflect events or circumstances after the date of this news release.
ADDITIONAL INFORMATION ABOUT THE MAP TRANSACTION
In connection with the proposed transaction, Ashland filed a preliminary
proxy statement on Schedule 14A with the SEC on June 21, 2004 and an
amended preliminary proxy statement on Schedule 14A on August 31, 2004. ATB
Holdings Inc. and New EXM Inc. filed a registration statement on Form S-4
with the SEC on October 12, 2004, and amendments to that registration
statement on Form S-4/A with the SEC on May 2, 2005, and May 10, 2005, each
of which included further amendments to the preliminary proxy
statement/prospectus. Investors and security holders are urged to read
those documents and any other relevant documents filed or that will be
filed with the SEC, including the definitive proxy statement/prospectus
regarding the proposed transaction as they become available, because they
contain, or will contain, important information. The definitive proxy
statement/prospectus will be filed with the SEC by Ashland, and security
holders may obtain a free copy of the definitive proxy statement/prospectus
when it becomes available, and other documents filed with the SEC by
Ashland, including the preliminary proxy statement at the SEC's website at
www.sec.gov. The definitive proxy statement/prospectus, and other documents
filed with the SEC by Ashland, including the preliminary proxy statement,
may also be obtained for free in the SEC filings section on Ashland's
Investor Relations website at www.ashland.com/investors, or by directing a
request to Ashland at 50 E. RiverCenter Blvd., Covington, KY 41012. The
respective directors and executive officers of Ashland and other persons
may be deemed to be participants in solicitation of proxies in respect of
the proposed transaction. Information regarding Ashland's directors and
executive officers is available in its proxy statement filed with the SEC
by Ashland on December 14, 2004. Investors may obtain information regarding
the interests of participants in the solicitation of proxies in connection
with the transaction referenced in the foregoing information by reading the
definitive proxy statement/prospectus when it becomes available.