January 29, 2016 / 1:46 PM / 2 years ago

UPDATE 3-Axiall rejects $1.4 bln offer from Westlake Chemical

(Adds closing prices)

By Mike Stone

Jan 29 (Reuters) - Axiall Corp, a U.S. chemical and building products maker, said on Friday it had rejected Westlake Chemical Corp’s $1.4 billion cash-and-stock offer, dismissing it as an attempt to scoop up its vinyls assets on the cheap.

Westlake, a Houston-based manufacturer and supplier of petrochemicals, polymers and building products, had argued that the combined company would be more diversified and have a stronger financial profile than Axiall on its own.

“We believe that Westlake’s proposal is an opportunistic attempt to take advantage of challenging public equity market conditions and significantly undervalues Axiall’s assets and its long-term prospects,” Axiall Chief Executive Officer Timothy Mann said in a statement.

Axiall shares ended trading in New York on Friday up 79 percent at $17.60, compared with the $19.94 per share valuation implied by the offer following today’s close. Last February Axiall hit a 52-week high of $51.35 per share, but the stock has fallen 60 percent over the last year.

Westlake revealed earlier on Friday that on Jan. 25 it had offered $11 per share in cash and 0.1967 of its stock for each Axiall share. Westlake shares ended down 2.3 percent at $45.48.

Westlake’s proposal came less than two months after chemical titans DuPont and Dow Chemical Co agreed to a $120 billion megamerger seen as a trigger for more consolidation in the chemical industry.

Axiall said in its rejection letter on Friday that it was taking other steps to increase shareholder value, including acknowledging the sale of its building products business. That business could fetch as much as $800 million, according to a person familiar with the matter who requested anonymity discussing confidential financial details.

“In this challenging environment, we believe Axiall’s unwillingness to even discuss our compelling proposal exposes its shareholders to significant risk and uncertainty,” Westlake Chief Executive Officer Albert Chao said in a statement.

Mann, who has been with Axiall since 2012, stepped in as Axiall’s interim CEO in July and took over the post permanently in November.

“Axiall might want to reject it because the offer is a distressed valuation,” SunTrust Robinson Humphrey analyst James Sheehan said.

Westlake has retained Deutsche Bank Securities Inc and Goldman Sachs & Co as its financial advisers, Cleary Gottlieb Steen & Hamilton LLP as its legal counsel, MacKenzie Partners Inc and other advisers.

Morgan Stanley & Co LLC is Axiall’s financial adviser and Jones Day its legal counsel. (Reporting by Mike Stone in New York; Additional reporting by Amrutha Gayathri in Bengaluru; Editing by Savio D’Souza and Lisa Shumaker)

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