Filed by Millennium Chemicals Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and
Deemed Filed Pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: Millennium Chemicals Inc.
Commission File No. 1-12091
Date: April 29, 2004
This filing contains the text of a memo provided to all employees of Millennium
on April 29, 2004. These materials are being filed pursuant to Rule 425 under
the Securities Act of 1933.
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[Millenium Chemicals logo] INTEGRATION Team Notes
From: Marie Dreher, Myra Perkinson, Gus Williamson Date: April 29, 2004
Subject: INTEGRATION ACTIVITIES SINCE MID-APRIL RELATED
TO THE PROPOSED TRANSACTION WITH LYONDELL Location: Hunt Valley
To: All Millennium Employees
Since the last update to employees on April 13, members of the joint
Lyondell-Millennium Integration Team have been engaged in numerous activities to
plan for and coordinate the integration of Millennium businesses into the
Lyondell enterprise when the transaction closes, expected in the third quarter
of 2004.
Q: WHAT IS THE INTEGRATION TEAM FOCUSING ON?
A: The Integration sub-teams are tasked with developing recommendations
and implementation plans for all major functional groups ranging from
manufacturing and supply chain to finance and human resources. Their
first priority has been to review business processes in place and
current organizational structure to more fully understand the
businesses and functions.
Lyondell and Millennium representatives have been visiting various
Millennium sites globally, discussing current processes and
participating in employee meetings. In meetings among integration team
members, the focus has been on "discovery," learning about how
Millennium and Lyondell do things. The sessions have been very open
and informative. Timelines have been set for each sub-team, and they
are preparing for a smooth transition once the transaction closes.
Q: HAVE ANY ORGANIZATIONAL DECISIONS BEEN MADE?
A: The sub-teams are in the early stages of reviewing the current
organization and developing staffing proposals related to the
integration of Millennium into Lyondell; remember that no actions will
be implemented unless and until the proposed transaction closes. Dan
Smith has announced that Bart de Jong will become General Manager,
TiO2, upon the close of the proposed business combination with
Lyondell, and assume overall responsibility for Millennium's global
titanium dioxide (TiO2) business. The business will continue to be
operated out of Baltimore, Md., with business and support resources
necessary for the ongoing needs of the business. No other decisions
have been made, but we will communicate with you as soon as possible
once that happens.
Q: WHAT ARE THE NEXT STEPS IN THE TRANSACTION TIMELINE?
A: Lyondell filed a registration statement containing a preliminary joint
proxy statement/prospectus of Lyondell and Millennium with the SEC on
April 26, 2004. That document is now publicly available on the SEC
website, as well as Lyondell's and Millennium's websites. We must
receive Hart-Scott-Rodino and other competition law clearance;
approval by both companies' shareholders, obtain amendments to the
Lyondell and Millennium credit facilities and meet other customary
conditions before the transaction can close. We expect this all to be
completed and the transaction to close in the third quarter.
Q: SINCE SOME LYONDELL AND EQUISTAR EMPLOYEES ARE FORMER MILLENNIUM
EMPLOYEES, ARE THERE ANY CHANGES LYONDELL EMPLOYEES SHOULD KNOW ABOUT
REGARDING MILLENNIUM'S PENSION PLAN?
A: For employees who have earned Millennium U.S. pension benefits,
Lyondell intends to assume the obligation.
Q: WHAT IF I HAVE OTHER QUESTIONS?
A: First, talk with your supervisor or HR manager and let them know of
your questions or concerns. Senior Leaders (generally directors and
vice presidents) have received basic information about the
transaction, and are available to respond to your questions.
In addition, we have established "Ask Millennium," a special email box
for integration-related questions.
These materials contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include, but
are not limited to, statements about the benefits of the proposed transaction
between Lyondell and Millennium, including financial and operating results,
Lyondell's plans, objectives, expectations and intentions and other statements
that are not historical facts. Such statements are based upon the current
beliefs and expectations of Lyondell's management and are subject to significant
risks and uncertainties. Actual results may differ materially from those set
forth in the forward-looking statements. The following factors, among others,
could affect the proposed transaction and the anticipated results: approval by
Lyondell's and Millennium's respective shareholders, amendments to Lyondell's
and Millennium's respective credit facilities, the expiration or termination of
any applicable waiting period under the Hart-Scott-Rodino Act, the receipt of
other competition law clearances and the parties' ability to achieve expected
synergies in the transaction within the expected timeframes or at all.
Additional factors that could cause Millennium's results to differ materially
from those described in the forward-looking statements can be found in Exhibit
99.1 to Millennium's Amendment No. 1 to its Annual Report on Form 10-K for the
year ended December 31, 2003, which was filed with the SEC on April 27, 2004
(the "Amended Millennium 10-K"), and Lyondell's registration statement
containing a preliminary joint proxy statement/prospectus, which was filed with
the SEC on April 26, 2004.
In addition, in connection with the proposed transaction Lyondell and Millennium
have filed relevant materials with the SEC, including Lyondell's registration
statement containing a preliminary joint proxy statement/prospectus, which was
filed on April 26, 2004. The definitive joint proxy statement/prospectus will be
sent to holders of Lyondell's and Millennium's common stock when it becomes
available. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY
JOINT PROXY STATEMENT/PROSPECTUS ON FILE WITH THE SEC, THE DEFINITIVE JOINT
PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT
DOCUMENTS FILED BY LYONDELL OR MILLENNIUM BECAUSE THEY CONTAIN, OR WILL CONTAIN,
IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of
the preliminary joint proxy statement/prospectus and the definitive joint proxy
statement/prospectus (when it becomes available) and other documents filed by
Lyondell and Millennium with the SEC for free at the SEC's web site at
www.sec.gov. The preliminary joint proxy statement/prospectus and the definitive
joint proxy statement/prospectus (when it becomes available) and the other
documents filed by Millennium may also be obtained free from Millennium by
calling Millennium's Investor Relations department at (410) 229-8113.
The respective executive officers and directors of Lyondell and Millennium and
other persons may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information regarding Lyondell's executive
officers and directors is available in its proxy statement filed with the SEC by
Lyondell on March 16, 2004, and information regarding Millennium's directors and
its executive officers is available in the Amended Millennium 10-K. Other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, is contained in the preliminary joint proxy statement/prospectus and
other relevant materials filed with the SEC and will be contained in the
definitive joint proxy statement/prospectus and other relevant materials to be
filed with the SEC.