8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 9, 2009

THE DOW CHEMICAL COMPANY

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	1-3433 Commission File Number		38-1285128 (IRS Employer Identification No.)
2030 Dow Center, Midland, Michigan (Address of principal executive offices)		48674 (Zip code)
(989) 636-1000 (Registrant’s telephone number, including area code)
N.A. (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On March 9, 2009, The Dow Chemical Company (the “Company”) announced that it had reached an agreement with Rohm and Haas Company (“Rohm and Haas”) to close Dow’s previously announced acquisition of Rohm and Haas on April 1, 2009. This agreement settled the litigation initiated by Rohm and Haas against the Company on January 26, 2009.

The Company also announced on March 9, 2009, that it had entered into an investment agreement with Paulson & Co. Inc. and The Haas Family Trusts to issue preferred and convertible equity securities in order to partially finance the acquisition by the Company of Rohm and Haas.

A copy of the press release issued by the Company is filed as Exhibit 99.1 hereto.  The Company also issued a joint press release with Rohm and Haas announcing the settlement, which is attached hereto as Exhibit 99.2.

Item 9.01  Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

99.1  Press Release, dated March 9, 2009

99.2  Press Release, dated March 9, 2009

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  March 9, 2009

The Dow Chemical Company
By:	/s/ William H. Weideman
	Name:	William H. Weideman
	Title:	Vice President and Controller

EX-99.1

Exhibit 99.1

The Dow Chemical Company Midland, MI  48674

For Editorial Information: David Winder The Dow Chemical Company (989) 636-0626 dowmedia.relations@dow.com	For Investor Information: Bob Plishka The Dow Chemical Company +1-989-638-2288 IR@dow.com
FOR IMMEDIATE RELEASE

Dow Reaches Agreement to Close Rohm and Haas Acquisition

- Financing includes substantial equity investments by two major shareholders. - -

- Dow becomes the world’s leading specialty chemicals and advanced materials company-

Midland, Mich. – March 9, 2009 – The Dow Chemical Company (NYSE:DOW) today announced that it has reached agreements with Rohm and Haas and certain of its shareholders, that permit Dow to close the acquisition on substantially altered financial terms by April 1, 2009.   Today’s agreement resolves the litigation initiated by Rohm and Haas against Dow on January 26, 2009.

Dow will host a teleconference for investors at 5:00 p.m. Eastern Daylight Time to provide additional detail and context around the terms of today’s settlement announcement.

The acquisition creates the world’s leading specialty chemicals and advanced materials company, combining the two organizations’ best-in-class technologies, broad geographic reach and strong industry channels to create an outstanding business portfolio with significant long-term growth opportunities.

more –

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Dow and Rohm and Haas Reach Agreement to Close

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“Dow has taken the time and steps necessary to close this transaction on substantially improved financial terms to the company, despite the continuing financial and economic uncertainty facing our world. The strategic benefits of the acquisition of Rohm and Haas have never been in question; just the path to completing the deal,” said Dow Chairman and CEO, Andrew N. Liveris.

As part of today’s agreement, Rohm and Haas’s two largest shareholders have agreed to purchase $2.5 billion in face value of perpetual preferred equity issued by Dow.  In addition, one of the shareholders, the Haas Family Trusts has agreed that at Dow’s option, they will make an investment in an additional $500 million of Dow’s equity.  These equity investments substantially reduce the debt financing required to fund the acquisition, Dow has restructured the transaction to essentially pay the equivalent of $63 per share in cash, and $15 per share in face value of preferred equity securities. To fund the acquisition of Rohm and Haas, Dow will use the proceeds from the equity issuances to reduce the amount it would otherwise be required to draw down from the $12.5 billion bridge loan, which was renegotiated last week to provide a one-year extension on $8 billion of the total loan. The financing for the acquisition also includes equity investments of $3 billion by Berkshire Hathaway and $1 billion by the Kuwait Investment Authority (KIA) in the form of convertible preferred equity.

Acquisition Delivers Significant Cost and Revenue Synergy Opportunities

Dow plans to achieve its long-term goals for the Rohm and Haas acquisition with a carefully conceived path forward built upon the cornerstones of financial discipline and operational excellence. Dow has put into place an even more aggressive plan to realize combined synergies of $1.3 billion, up from $910 million, as originally outlined. With a long history of operational excellence, Dow has a demonstrated willingness to make the decisions necessary to maintain and improve financial performance. Cost savings will come from increased purchasing power for raw materials for the combined company; manufacturing and supply chain work process improvements;

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Dow and Rohm and Haas Reach Agreement to Close

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office consolidations and the elimination of redundant corporate overhead for shared services and governance.

Finally, as part of the Company’s plans to improve its financial position, Dow has commenced an aggressive asset divestment program involving a number of Dow and Rohm and Haas business units expected to yield approximately $4 billion including:

1.   Dow’s 45 percent stake in Total Raffinaderij Nederland NV (TRN), the Dutch petroleum refining partnership with Total Group. The sale process is underway;

2.   Some of Dow’s equity stakes in its olefins and derivatives business in SE Asia. Preliminary discussions with the relevant parties have already begun;

3.   Morton Salt, a division of Rohm and Haas, contingent upon the closing of the proposed acquisition of Rohm and Haas by Dow. Interested parties have submitted bids, and Dow will evaluate these bids as appropriate over the course of the coming weeks to determine timing of the sale process.

Divestments from this program, in addition to the increased equity financing will essentially address the cash shortfall created by the failure of the K-Dow transaction to close as scheduled.

“Rohm and Haas is a strong operational and strategic fit for Dow and is a critical component of the Company’s long-term transformational strategy. This combination brings together the two companies’ best-in-class products and technologies, broad geographic reach, and well-developed channels to market. As a combined entity, we will form a world-class platform with significant long-term growth potential, said Liveris. Additionally, we are a strong company with a history of strong operating performance and a passionate commitment to our shareholders.”

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Dow and Rohm and Haas Reach Agreement to Close

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About Dow

With annual sales of $58 billion and 46,000 employees worldwide, Dow is a diversified chemical company that combines the power of science and technology with the “Human Element” to constantly improve what is essential to human progress. The Company delivers a broad range of products and services to customers in around 160 countries, connecting chemistry and innovation with the principles of sustainability to help provide everything from fresh water, food and pharmaceuticals to paints, packaging and personal care products. References to “Dow” or the “Company” mean The Dow Chemical Company and its consolidated subsidiaries unless otherwise expressly noted. More information about Dow can be found at dow.com.

FORWARD-LOOKING INFORMATION

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements made by or on behalf of The Dow Chemical Company and its subsidiaries (the Company). The forward-looking statements contained in these reports and other parts of this web site involve risks and uncertainties that may affect the Company's operations, markets, products, services, prices, and other factors as discussed in filings with the U.S. Securities and Exchange Commission (SEC). These risks and uncertainties include, but are not limited to, economic, competitive, legal, governmental, and technological factors. Accordingly, there is no assurance that the Company's expectations will be realized. The Company assumes no obligation to provide revisions to any forward-looking statements should circumstances change, except as otherwise required by securities and other applicable laws.

Webcast and Conference Call Information

Dow will host a call with investors and securities analysts today at 5:00 p.m. U.S. Eastern Daylight Time.

The call will last 60 minutes.

Connection information is as follows:

Listen-only dial-in information: +1 (719) 457-0700

Pass code: 8010718

Webcast link:

http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=80099&eventID=2125227

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EX-99.2

Exhibit 99.2

  The Dow Chemical Company Midland, MI  48674  

For editorial information: David Winder The Dow Chemical Company (989) 636-0626 dowmedia.relations@dow.com Howard Ungerleider (800)-422-8193 IR@dow.com	For editorial information: Emily Riley Rohm and Haas Company (215)-592-3644 eriley@rohmhaas.com Andrew Sandifer (215)-592-2714 Investors@rohmhaas.com.
FOR IMMEDIATE RELEASE
Dow and Rohm and Haas Announce Settlement to Close Acquisition - Financing includes substantial equity investments by two major shareholders-

Midland, Mich. – March 9, 2009 — The Dow Chemical Company (NYSE:DOW) and Rohm and Haas Company (NYSE: ROH) today announced that the companies have reached an agreement to close Dow’s previously announced acquisition of Rohm and Haas on April 1, 2009.   Today’s agreement resolves the litigation initiated by Rohm and Haas against Dow on January 26, 2009 with a resolution that is beneficial for each party.

 The settlement agreement involves a new substantial equity investment in Dow of $2.5 billion and at Dow’s option an additional $500 million of equity, at the closing of the merger by the two largest shareholders of Rohm and Haas, one of which is the Haas Family Trusts.   The other shareholders will receive the original cash consideration at the closing.

 “The restructuring of the terms of the transaction allows Dow to maintain financial flexibility as we proceed to implement our strategy in a way that realizes the original promise of this acquisition,” said Andrew N. Liveris, Dow Chairman and CEO.

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Dow and Rohm and Haas Announce Settlement to Close Acquisition

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“By reaching agreement on the terms for this transaction, we have delivered excellent value to Rohm and Haas shareholders,” said Rohm and Haas Chairman and CEO, Raj L. Gupta.

At the request of both parties, The Delaware Chancery Court has entered an order providing that Dow will close the merger no later than April 1, 2009 conditioned only on the funding by the two major shareholders and on Rohm and Haas’s compliance in all material respects with its interim operating covenants after March 9, 2009.

About Dow

With annual sales of $58 billion and 46,000 employees worldwide, Dow is a diversified chemical company that combines the power of science and technology with the “Human Element” to constantly improve what is essential to human progress. The Company delivers a broad range of products and services to customers in around 160 countries, connecting chemistry and innovation with the principles of sustainability to help provide everything from fresh water, food and pharmaceuticals to paints, packaging and personal care products. References to “Dow” or the “Company” mean The Dow Chemical Company and its consolidated subsidiaries unless otherwise expressly noted. More information about Dow can be found at www.dow.com

FORWARD-LOOKING INFORMATION

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements made by or on behalf of The Dow Chemical Company and its subsidiaries (the Company). The forward-looking statements contained in these reports and other parts of this web site involve risks and uncertainties that may affect the Company’s operations, markets, products, services, prices, and other factors as discussed in filings with the U.S. Securities and Exchange Commission (SEC). These risks and uncertainties include, but are not limited to, economic, competitive, legal, governmental, and technological factors. Accordingly, there is no assurance that the Company’s expectations will be realized. The Company assumes no obligation to provide revisions to any forward-looking statements should circumstances change, except as otherwise required by securities and other applicable laws.

About Rohm and Haas Company

Leading the way since 1909, Rohm and Haas is a global pioneer in the creation and development of innovative technologies and solutions for the specialty materials industry. The company’s technologies are

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Dow and Rohm and Haas Announce Settlement to Close Acquisition

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found in a wide range of industries including: Building and Construction, Electronics and Electronic Devices, Household Goods and Personal Care, Packaging and Paper, Transportation, Pharmaceutical and Medical, Water, Food and Food Related, and Industrial Process. Innovative Rohm and Haas technologies and solutions help to improve life every day, around the world. Based in Philadelphia, PA, the company generated annual sales of approximately $9.6 billion in 2008. Visit www.rohmhaas.com for more information. imagine the possibilities™

Forward Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties and are subject to change based on various factors. Many of these factors are beyond Rohm and Haas’s ability to control or predict. Actual results could vary materially from those expressed or implied in the forward-looking statement. Further information about these and other risks can be found in the company’s SEC 10-K filing of February 27, 2009. This press release speaks only as of its date. Rohm and Haas is under no duty to update this information.

Copies of all recent SEC filings, and additional information about Rohm and Haas, are available through our web site: www.rohmhaas.com

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