Filed by
Ashland Inc.
Pursuant
to Rule 425
Under the
Securities Act of 1933
Subject
Company
Hercules
Incorporated
Commission
File Number 333-152911
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Oct.
1, 2008
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TRACKING
OUR PROGRESS
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Issue
No. 2
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We have to
think
differently
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Much
has happened since my last update in August. Most notably, our extended
Integration Team is now up and running. On Sept. 8, I hosted a brief
orientation for the new team members. We now have approximately 115
Ashland and Hercules people spending a portion of their time on
integration activities.
The
team has made great progress and I am really pleased with the high level
of collaboration. We’ve divided our planning work into three phases, which
you can read more about later in this update. We have completed Phase 1
and now have baseline data on key processes and activities performed by
each function across Ashland and Hercules. In particular, we’re looking
for better practices and differences in how we work.
As
we enter Phase 2, the work is becoming tougher. The goal of Phase 2 is to
develop high-level plans for our “to be” operating model. We’re not just
looking for ways to combine the two businesses – we’re looking to change
the way we do business. We’ll be a different company after we close. We
have to think differently about how we do our work. Two priorities for
the new company are to provide stronger cash flow and to ensure adequate
future capability to build out our specialty chemicals platform through
continued investments.
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To
help focus the extended team’s work through Phases 2 and 3, the Core Team
has made some foundational decisions. These range from commercial
locations to information technology infrastructure. We’ve also updated our
guiding principles. Some examples of both foundational decisions and
guiding principles are included in this update.
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Our
top priority remains to keep the businesses running and to continue to
grow our volumes and profits. Please remember that whether you are asked
to join in integration efforts or to focus on keeping the businesses
moving, both roles are equally essential to our success.
Thanks
for your support,
 Ted
Harris
Global
Integration Leader
President,
Ashland Distribution
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 Ted
Harris
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Foundational
decisions
A priority for the Integration Core Team was to agree to some foundational decisions that would help to focus the work of the extended Global Integration Team. Some examples of those decisions include: |
Have
questions?
Click here
for the
Ashland-Hercules
Integration
mailbox
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·
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Ashland
Water Technologies will be consolidated into Hercules Paper Technologies
and Ventures, with its headquarters in Wilmington, Del. (Note: A new name
for this combined group will be announced
shortly.)
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| · | The existing Water Technologies business restructuring will continue; however, some of the direction may be modified in conjunction with integration efforts. Fiscal 2009 target savings must still be delivered. |
If you missed
the first issue ...
Click
here to read it online or use the pdf file
below.
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| · | Existing systems and tools from either company will be used (i.e. integration plans should not assume investment in new systems). | |||
| · | A centralized approach to the supply chain will be adopted. | |||
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Integration
approach
Some
of the guiding principles that have been updated to guide integration
activities include:
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Manage
integration activities with minimal disruption to
business.
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Emphasize
speed vs. perfection (80/20).
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Focus
on the goal of integrating the companies and
transforming how we work.
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Identify
and utilize most efficient
practices across both organizations.
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Focus
on the ultimate objective to be a cost-competitive specialty chemicals
company.
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Design
the future organization structure to enable a zero-incident culture, full
compliance with the law, high ethical standards and minimal impact on the
environment.
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ADDITIONAL
INFORMATION
In
connection with the proposed transaction, Ashland filed a registration
statement on Form S-4 (333-152911) with the SEC on August 8, 2008, and
amendments to that registration statement on Form S-4/A with the SEC on
September 15, 2008 and September 29, 2008, which included amendments to
the preliminary proxy statement and prospectus. Ashland and Hercules
expect to mail a definitive proxy statement/prospectus to Hercules'
shareholders containing information about the merger once the Form S-4
becomes effective. Investors and security holders are urged to read the
registration statement on Form S-4 and amendments and the proxy
statement/prospectus because they contain important information about the
proposed transaction. Investors and security holders may obtain free
copies of these documents and other documents filed with the SEC by
contacting Ashland Investor Relations at (859) 815-4454 or Hercules
Investor Relations at (302) 594-7151, or free copies may also be obtained
from Ashland's Investor Relations website at www.ashland.com/investors or
Hercules' website at www.herc.com or the SEC's website at
www.sec.gov.
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