SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as permitted by
[ ] Definitive Proxy Statement Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[x] Soliciting Material Under Rule 14a-12
ChemFirst Inc.
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(Name of Registrant as Specified in Its Charter)
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth amount on which the
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Contact: Jim McArthur For Immediate Release
Secretary, Manager, Investor Relations
601-948-7550
ChemFirst Announces Special Shareholders' Meeting and
Receipt of FTC Request for Additional Information
in Connection with Proposed Merger
JACKSON, Miss. (Sept. 3, 2002)-- ChemFirst Inc. (NYSE: CEM) announced today
that it has scheduled a special meeting of its shareholders to consider and
act on a proposal to approve ChemFirst's previously-announced merger
agreement with DuPont. The special meeting will be held on October 16,
2002, at 11:00 a.m., local time, at Dennery's, 330 Greymont Avenue,
Jackson, Mississippi. Shareholders of record at the close of business on
September 6, 2002, the record date for the special meeting, will be
entitled to vote at the meeting.
ChemFirst also announced that the Federal Trade Commission (FTC)
has requested additional information relating to the previously announced
merger agreement between ChemFirst and DuPont. The merger has already been
approved by the German Federal Cartel Office under applicable German
antitrust laws.
The FTC's request extends the waiting period for clearance under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 until 30 days
after ChemFirst and DuPont comply with the request unless terminated
earlier. ChemFirst and DuPont will continue to cooperate with the FTC's
review of the proposed merger and anticipate that the merger will close
during the fourth quarter of 2002.
Completion of the merger is subject to customary closing
conditions, including approval of the merger agreement by ChemFirst
shareholders, in addition to antitrust clearance.
This press release includes forward-looking statements based on
management assumptions and expectations. These forward-looking statements
are subject to risks and uncertainties, including the timing and occurrence
(or non-occurrence) of transactions and events which may be subject to
circumstances beyond the control of ChemFirst and its subsidiaries, that
could cause actual results to differ materially. For additional information
on risk factors that could affect actual results, please refer to the
company's 2001 Form 10-K and most recent 10-Q's.
ChemFirst Inc. is a global supplier of electronic chemicals and
materials to the semiconductor industry and specialty intermediates for
polyurethanes and other applications. Additional information about the
company is available on ChemFirst's website located at http://www.chemfirst.com.
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In connection with the merger, ChemFirst Inc. filed a preliminary
proxy statement on Schedule 14A with the Securities and Exchange Commission
on August 16, 2002. Security holders are urged to read the definitive proxy
statement when it becomes available because it will contain important
information. Security holders may obtain a free copy of the definitive
proxy statement when it becomes available, as well as other materials filed
with the Securities and Exchange Commission concerning ChemFirst, at the
Securities and Exchange Commission's web site at http://www.sec.gov.
Security holders of ChemFirst Inc. may also obtain for free the definitive
proxy statement filed by ChemFirst Inc. with the Securities and Exchange
Commission in connection with the merger by directing a request to
ChemFirst Inc., Attention: Investor Relations Department, P.O. Box 1249,
Jackson, MS 39215-1249, (601) 949-0213.
ChemFirst Inc. and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from ChemFirst
shareholders with respect to the merger. Information regarding these
directors and executive officers and their ownership of ChemFirst common
stock is contained in ChemFirst Inc.'s proxy statement on Schedule 14A,
filed with the Securities and Exchange Commission on March 25, 2002, in
connection with the 2002 annual meeting of ChemFirst shareholders.
Investors may obtain additional information regarding the interests of such
participants by reading the definitive proxy statement regarding the merger
when it becomes available.
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