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 press release of Ashland Inc.'s April 25, 2005
press release announcing its second quarter earnings)
UPDATE ON THE PROPOSED TRANSFER OF INTEREST IN MAP
On March 19, 2004, Ashland announced the signing of an agreement
under which it would transfer its 38-percent interest in Marathon Ashland
Petroleum LLC and two wholly-owned businesses to Marathon Oil Corporation
in a transaction structured to be generally tax free and valued at
approximately $3 billion. The two businesses are Ashland's maleic anhydride
business and 61 Valvoline Instant Oil Change centers. The transaction is
subject to several previously disclosed conditions, including receipt of a
private letter ruling from the IRS with respect to the tax treatment of the
transaction. The IRS has indicated that it will not provide all the rulings
requested by Ashland and Marathon, and discussions are continuing with the
IRS on modifications to the proposed transaction. In addition, as disclosed
on April 13, 2005, Ashland and Marathon are discussing possible
alternatives with respect to the proposed transaction. There can be no
assurance that an agreement on an alternative transaction will be reached.
Cash distributions from MAP have been suspended pending the
transfer of the company's interest in the joint venture to Marathon. If the
proposed transaction closes, Ashland would receive proceeds equal to 38
percent of MAP's distributable cash at the time of closing. If the
transaction does not close, Ashland would receive its share of these funds
as part of its normal distributions. Ashland's share on March 31, 2005, was
$560 million.
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 operating performance, earnings and 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. These forward-looking statements are based upon internal
forecasts and analyses of current and future market conditions and trends,
management plans and strategies, weather, operating efficiencies and
economic conditions, such as prices, supply and demand, cost of raw
materials, and legal proceedings and claims (including environmental and
asbestos matters) and are subject to a number of risks, uncertainties, and
assumptions that could cause actual results to differ materially from those
we describe in the forward-looking statements. 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 to receive a favorable ruling from the Internal Revenue
Service or failure of Ashland to obtain the approval of its shareholders;
the possibility that Ashland may be required to modify some aspect of the
transaction to obtain regulatory approvals; 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,
which includes a further amended preliminary proxy statement/prospectus,
with the SEC on October 12, 2004. 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.
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