欧林美股招股说明书(2026-07-13版)

To the Shareholders of Olin Corporation and the Stockholders of Huntsman Corporation: Olin Corporation (which we refer to as “Olin”) and Huntsman Corporation (which we refer to as “Huntsman”) have entered into a mergeragreement (which, as it may be further amended from time to time, we refer to as the “merger agreement”) providing for the merger of equals businesscombination of Olin and Huntsman, either (a)through the merger of Huntsman with and into Olin, with Olin as the surviving entity (which we refer toas the “direct merger”), or (b)through the merger of (i)Olympus Merger Sub, Inc., a direct, wholly owned subsidiary of Olin (which we refer to as“First Merger Sub”) with and into Huntsman (which we refer to as the “first subsidiary merger”), with Huntsman surviving as a direct, wholly ownedsubsidiary of Olin (which we refer to as the “initial surviving company”), and (ii)immediately following the first subsidiary merger, and as part of thesame overall transaction as the first subsidiary merger, the merger of the initial surviving company with and into Hook Merger Sub LLC, a direct,wholly owned subsidiary of Olin (which we refer to as “Second Merger Sub”), with Second Merger Sub surviving the second subsidiary merger as adirect, wholly owned subsidiary of Olin (which we refer to, collectively, as the “subsidiary merger”). We collectively refer to the direct merger and thesubsidiary merger as the “merger.” As described in the joint proxy statement/prospectus accompanying this notice, we are asking holders of Olin common stock (as defined below)(which we refer to as the “Olin shareholders”) to consider and approve both the direct merger and the subsidiary merger and holders of Huntsmancommon stock (as defined below) (which we refer to as the “Huntsman stockholders”) to adopt the merger agreement. Notwithstanding Olin’ssolicitation of proxies for two different merger proposals, assuming that the Huntsman merger proposal (as described below) is approved, the partiesintend to implement the business combination through either the direct merger or the subsidiary merger. The parties will implement the business combination through the direct merger in the event that the Olin direct merger proposal and the Huntsmanmerger proposal (each as described below) are approved by Olin shareholders and Huntsman stockholders, respectively, regardless of whether the Olinsubsidiary merger proposal (as described below) is approved by Olin shareholders. In the event that (1)the Huntsman merger proposal is approved bythe Huntsman stockholders and (2)the Olin subsidiary merger proposal is approved by the Olin shareholders but (3)the Olin direct merger proposal isnot approved by Olin shareholders, the parties will implement the business combination through the subsidiary merger. Olin shareholders as of the close of business on July 9, 2026, the record date, are invited to virtually attend a special meeting of Olin shareholders(which we refer to as the “Olin special meeting”) on August 25, 2026, at 8:00 a.m., Central Time, via live webcast athttps://register.proxypush.com/OLN (which we refer to as the “Olin special meeting website”). At the Olin special meeting, Olin shareholders will beasked to consider and vote upon (1)a proposal to approve the merger agreement and the related plan of merger providing for the direct merger, includingthe issuance of shares of common stock, par value $1.00 per share, of Olin (which we refer to as “Olin common stock”) in connection with the directmerger (which we refer to as the “Olin direct merger proposal”); (2) a proposal to approve the issuance of shares of Olin common stock in connectionwith the subsidiary merger (which we refer to as the “Olin subsidiary merger proposal”); (3) a non-binding, advisory proposal to approve certaincompensation that may be paid or become payable to Olin’s named executive officers that is based on or otherwise relates to the direct merger (whichwe refer to as the “Olin advisory compensation proposal”); and (4)a proposal to approve one or more adjournments of the Olin special meeting to a laterdate or time, if necessary or appropriate, including adjournments to permit the solicitation of additional votes or proxies, if there are not sufficient votescast at the Olin special meeting to approve the Olin direct merger proposal or the Olin subsidiary merger proposal (which we refer to as the “Olinadjournment proposal”). Table of Contents Huntsman stockholders as of the close of business on July 9, 2026, the record date, are invited to virtually attend a special meeting of Huntsmanstockholders (which we refer to as the “Huntsman special meeting”) on August25, 2026, at 9:00 a.m., Central Time, via live webcast athttps://www.virtualshareholdermeeting.com/HUN2026SM (which we refer to as the “Huntsman special meeting website”). At the Huntsman specialmeeting, Huntsman stockholders will be asked to consider and vote upon: (1)a proposal to adopt the merger agreement and appr