UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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

Filed by the Registrant  ¨                             Filed by a Party other than the Registrant  x

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

¨ Definitive Additional Materials

x Soliciting Material under § 240.14a-12

AXIALL CORPORATION

(Name of Registrant as Specified in its Charter)

WESTLAKE CHEMICAL CORPORATION

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.
¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
¨	Fee paid previously with preliminary materials.
¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

On April 25, 2016, Westlake Chemical Corporation (“Westlake”) posted the following investor presentation related to Westlake’s proposed acquisition of Axiall Corporation (“Axiall”) and Westlake’s nomination of candidates for election to the board of directors of Axiall on Westlake’s website:

Rationale for Proposed Combination with Axiall Corporation

April 2016

Westlake Chemical

1

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements include, but are not

limited to, statements regarding Westlake Chemical Corporation’s (“Westlake”) proposal to acquire Axiall

Corporation (“Axiall”) (including financing of the

proposed transaction and the benefits, results, effects and timing of a transaction), all statements regarding Westlake’s (and Westlake’s and Axiall’s

combined)

expected future financial position, results of operations, cash flows, dividends, financing plans, business strategy, budgets, capital expenditures, competitive

positions, growth opportunities, plans and objectives of management, estimated synergies from the proposed transaction and statements containing the use of

forward-looking words, such as “may,” “will,” “could,” “would,” “should,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,”

“forecast,” “approximate,” “intend,” “upside,” and the like, or the use of future tense. Statements contained herein concerning the business outlook or future

economic performance, anticipated profitability, revenues, expenses, dividends or other financial items, and product or services

line growth of Westlake (and the

combined businesses of Westlake and Axiall), together with other statements that are not historical facts, are forward-looking statements that are estimates

reflecting the best judgment of Westlake based upon currently available information.  Statements concerning current conditions may also be forward-looking if

they imply a continuation of current conditions.

Such forward-looking statements are inherently uncertain, and stockholders and other potential investors must recognize that actual results may differ materially

from Westlake’s expectations as a result of a variety of factors, including, without limitation, those discussed below. Such forward-looking statements are based

upon management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which Westlake is unable to predict or

control, that may cause Westlake’s actual results, performance or plans with respect to Axiall

to differ materially from any future results, performance or plans

expressed or implied by such forward-looking statements. These statements involve risks, uncertainties and other factors discussed below and detailed from time

to time in Westlake’s filings with the Securities and Exchange Commission (the “SEC”).

Risks and uncertainties related to the proposed business combination transaction include, but are not limited to:  (i) the ultimate outcome of any possible

transaction between Westlake and Axiall, including the possibility that Axiall

will not accept a transaction with Westlake, (ii) the ultimate outcome and results of

integrating the operations of Westlake and Axiall

if a transaction is consummated, (iii) the ability to obtain regulatory approvals and meet other closing conditions

to any possible transaction, including any necessary stockholder approvals, (iv) potential adverse reactions or changes to business relationships resulting from

the announcement, pendency or completion of the proposed transaction,  (v) competitive responses to the announcement or completion of the proposed

transaction, costs and difficulties related to the integration of Axiall’s

businesses and operations with Westlake’s businesses and operations, (vi) the inability to

obtain, or delays in obtaining, cost savings and synergies from the proposed transaction, (vii) uncertainties as to whether the completion of the proposed

transaction or any transaction will have the accretive effect on Westlake’s earnings or cash flows that it expects, (viii) unexpected costs, liabilities, charges or

expenses resulting from the proposed transaction, (ix) litigation relating to the proposed transaction, (x) the inability to retain key personnel, and (xi) any changes

in general economic and/or industry-specific conditions.

In addition to the factors set forth above, other factors that may affect Westlake’s plans, results or stock price are set forth

in Westlake’s Annual Report on Form

10-K and in its reports on Forms 10-Q and 8-K.  

Many of these factors are beyond Westlake’s control. Westlake cautions investors that any forward-looking statements made by Westlake are not guarantees of

future performance.  We do not intend, and undertake no obligation, to publish revised forward-looking statements to reflect events or circumstances after the

date of this communication or to reflect the occurrence of unanticipated events.

2

Additional Information

This

communication

relates

to

a

proposal

which

Westlake

has

made

for

a

business

combination

transaction

with

Axiall.

In

connection

with

the

solicitation

of

proxies

for

Axiall’s

2016

annual

meeting

of

stockholders

(including

any

adjournment

or

postponement

thereof

and

any

meeting

of

Axiall’s

stockholders

that

may

be

called

in

lieu

thereof,

the

“Annual

Meeting”), Westlake filed a definitive proxy statement in connection therewith on Schedule 14A with the SEC on April 25, 2016 (the “Westlake Proxy Statement”).  In connection with

the proposal and subject to future developments, Westlake (and, if a negotiated transaction is agreed, Axiall) may also file one or more registration statements, additional proxy

statements, tender offer statements, prospectuses or other documents with the SEC.  This communication is not a substitute for the Westlake Proxy Statement or any other proxy

statement,

registration

statement,

tender

offer

statement,

prospectus

or

other

document

Westlake

and/or

Axiall

has

filed

or

may

file

with

the

SEC

in

connection

with

the

proposed

transaction.

INVESTORS

AND

SECURITY

HOLDERS

OF

WESTLAKE

AND

AXIALL

ARE

URGED

TO

READ

THE

WESTLAKE

PROXY

STATEMENT

AND

ANY

OTHER

PROXY

STATEMENT(S), REGISTRATION STATEMENT(S), TENDER OFFER STATEMENT(S), PROSPECTUS(ES) AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN

THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND/OR PROPOSED

TRANSACTION.

Westlake

expects

to

mail

the

Westlake

Proxy

Statement

and

accompanying

GOLD

proxy

card

to

stockholders

of

Axiall

promptly

after

Axiall

sets

the

record

date and

meeting date for the 2016 Annual Meeting.  Any other definitive proxy statement(s) or prospectus(es) (if and when available) will be mailed to stockholders of Westlake and

Axiall,

as

applicable.

Investors

and

security

holders

will

be

able

to

obtain

copies

of

these

documents

(if

and

when

available)

as

well

as

other

filings

containing

information

about

Westlake and Axiall, without charge, at the SEC’s website, http://www.sec.gov. Those documents, when filed, as well as Westlake’s other public filings with the SEC, may be obtained

without

charge

at

Westlake’s

website

at

http://www.westlake.com.

Participants in Solicitation

Westlake,

Westlake

NG

IV

Corporation

and

certain

of

their

respective

directors

and

executive

officers

and

the

individuals

nominated

by

Westlake

for

election

to

Axiall’s

Board

of

Directors

may

be

deemed

to

be

participants

in

any

solicitation

of

proxies

from

Axiall’s

stockholders

in

connection

with

the

Annual

Meeting

and/or

the

proposed

transaction,

as

applicable, under the rules of the SEC.  Information about the participants, including a description of their direct and indirect interests, by security holdings or otherwise, is available in

the Westlake Proxy Statement and will be available in any other proxy statement(s) or prospectus(es) (if and when available).  You can obtain free copies of these documents from

Westlake using the contact information above.  Investors may obtain additional information regarding the interest of such participants by reading the Westlake Proxy Statement and/or

any other proxy statement/prospectus regarding the proposed transaction if and when they become available.

This

document

shall

not

constitute

an

offer

to

sell,

buy

or

exchange

or

the

solicitation

of

an

offer

to

sell,

buy

or

exchange

any

securities,

nor

shall

there

be

any

sale

of

securities

in

any

jurisdiction

in

which

such

offer,

solicitation

or

sale

would

be

unlawful

prior

to

registration

or

qualification

under

the

securities

laws

of

any

such

jurisdiction.

No

offering

of

securities

shall

be

made

except

by

means

of

a

prospectus

meeting

the

requirements

of

Section

10

of

the

U.S.

Securities

Act

of

1933,

as

amended.

Contacts

Media Inquiries:

Sard

Verbinnen

& Co

Jim Barron / Robin Weinberg, (212) 687-8080

jbarron@sardverb.com / rweinberg@sardverb.com

Investor Inquiries:

Westlake Chemical Corp.

Steve Bender, (713) 960-9111

or

MacKenzie

Partners

Dan Burch / Charlie Koons, (212) 929-5708

dburch@mackenziepartners.com / ckoons@mackenziepartners.com

Key Topics to be Addressed

3

I.

Summary of Westlake Proposal and Decision To Nominate Directors

II.

Why Westlake: History of Value Creation

III.

Westlake Proposal: Highly Compelling Value Proposition

IV.

Axiall: Failure to Create Shareholder Value

V.

Westlake Director Nominees: Independent and Well Qualified to Create

Shareholder Value

Summary of Westlake Proposal and Decision To

Nominate Directors

Highly Compelling Proposal to Axiall

Shareholders

5

Substantial

Premium

143%

premium

to

the

closing

share

price

as

of

January

22,

2016

(a)

Attractive

Valuation

Total value of the revised proposal is

$3.1 billion, which represents 9.3x Axiall’s

LTM

Adjusted

EBITDA

(b)

for

the

whole

Axiall

group,

including

Building

Products

Cash

and Stock

Consideration

Cash

and

stock

proposal

values

Axiall

at

$23.35

per

share

(c)

Consideration includes $14.00 cash –

provides immediate liquidity and certainty

Stock

consideration

of

0.1967

of

a

Westlake

share,

or

$9.35

per

share

(c)

Compelling

Strategic Logic

Improved scale, resiliency and product / geographic diversity

Backward integration into ethylene

Improved financial profile with anticipated investment grade rating

Significant

Synergies

Upside potential through stock component in proposal

Expected $90-100mm annual synergies

Speed to

Closing and

Certainty

No financing contingency

No anticipated regulatory issues

Dedicated resources in

place to ensure an efficient integration

(a)

Revised Proposal of $23.35 per share reflects $14 per share in cash and 0.1967 in Westlake common stock based on the closing price of Westlake stock on April 1, 2016 (the last trading date before Westlake’s

revised proposal was made public).  Implied premium is based off the unaffected closing price of Axiall stock on January 22, 2016 (the last trading date before Westlake’s initial proposal was made) 

(b)

LTM EBITDA of $330.3mm for FY2015

(c)

Based on closing price of Westlake stock on April 1, 2016 (the last trading date before Westlake’s revised proposal was made public). 

Strategically Compelling Proposal

6

Axiall Standalone Strategy

Combined Westlake-Axiall Strategy

Announced initiatives are not game changers

and are likely already priced into the stock

Proposal reflects 143% premium to unaffected stock

price

(a)

for the whole Axiall

group, including Building

Products

Maintain opportunity to capture cycle recovery through a

stronger company with a clear value creation strategy

Bet on volatile commodity prices

Long-term integration strategy captures value

throughout commodity cycle

Stock consideration facilitates

Axiall shareholder

participation in cyclical recovery

Building Products divestment strategy results

in riskier

business profile and cost

disadvantaged operating model

Increased scale

improves cost position

Maintain strategic flexibility through

strong balance

sheet

History of value

destructive acquisitions and

mergers (PPG Commodity Chemicals, Royal

Building Products)

Over-levering business resulted in equity

holders getting nearly wiped out in 2009 debt

for equity exchange

Strong balance sheet support continued investment in

the business (upstream

and downstream)

Experienced management with strong track record of

value creation and history

of delivering on commitments

(a)

Revised Proposal of $23.35 per share reflects $14 per share in cash and 0.1967 in Westlake common stock based on the closing price of Westlake stock on April 1, 2016 (the last trading date before Westlake’s

revised proposal was made public).  Implied premium is based off the unaffected closing price of Axiall stock on January 22, 2016 (the last trading date before Westlake’s initial proposal was made) 

Background to the Proposed Combination

7

(a)

Initial Proposal of $20 per share reflects $11 per share in cash and 0.1967 in Westlake common stock based on the closing price of Westlake stock on January 22, 2016.  Implied premium is based off the

unaffected closing price of Axiall stock on January 22, 2016 (the last trading date before Westlake’s initial proposal was made)

(b)

Revised Proposal of $23.35 per share reflects $14 per share in cash and 0.1967 in Westlake common stock based on the closing price of Westlake stock on April 1, 2016 (the last trading date before Westlake’s

revised proposal was made public).  Implied premium is based off the unaffected closing price of Axiall stock on January 22, 2016 (the last trading date before Westlake’s initial proposal was made)

January 25:

Westlake

meets

with

Axiall

and

indicates

a

desire

to

acquire

the

business

for

$20

per

share

representing

108%

premium

(“Initial

Proposal”)

(a)

January 27:

Axiall

rejects the Initial Proposal

February 16:

Westlake

informs

Axiall

of

its

intention

to

nominate

directors

at

Axiall’s

next

Annual

Meeting

March 7:

Westlake

issues

public

letter

voicing

concern

about

Axiall

management’s

unwillingness

to

negotiate

and

strategy

to

sell the Building Products business in the face of a proposal for the entire company

March 8:

Axiall

informs Westlake of its willingness to engage in discussions

March 18 -

28:

Westlake

attends

Axiall

management

presentation

and

undertakes

limited

due

diligence

Axiall

provided

March 29:

Westlake

privately

increases

its

proposal

to

$23.35

per

share,

representing

143%

premium

(b)

(“Revised

Proposal”)

March 31:

Axiall

rejects the Revised Proposal, apparently preferring a standalone strategy including a sale of Building Products

April 1:

Following

a

request

for

feedback

on

the

Revised

Proposal,

Axiall’s

advisors

inform

Westlake

they

have

been

instructed not to provide any feedback or guidance

April 4:

Given

Axiall’s

unwillingness

to

negotiate,

Westlake

makes

public

its

Revised

Proposal

representing

143%

premium

April 8, 11:

Westlake

informs

Axiall

it

will

not

bid

for

the

Building

Products

business

and

indicates

its

concern

over

the

hastiness

and

potential

value

destruction

associated

with

a

Building

Products

sale

No Alternative Other Than to Go Directly to Shareholders

8

Westlake continues to believe that its proposal is in the best interests of Axiall

shareholders

The Revised Proposal represents significantly greater value and certainty than

Westlake believes can be achieved by Axiall’s

standalone strategy

Cash component provides certainty at a premium to unaffected stock price and stock

component allows for upside value creation in a larger and more diverse company

However, the Axiall

Board refuses to provide feedback or negotiate with Westlake

regarding its Revised Proposal

As a result, Westlake is moving forward with the nomination of nine independent,

experienced and highly-qualified directors

Westlake urges all Axiall

shareholders to elect new directors at Axiall’s

Annual

Meeting by voting for the GOLD card

Why Westlake: History of Value Creation

Acquired Certain

Teed, Petro 2

Ethylene &

Geismar

Chlor

Alkali Expansion

A History of Strong Integration and Strategic Growth

Capacity

(mm lbs.)

Vinyls

Olefins

Company Begins

Operation in LC

Acquired

VCM in

Calvert

Started Petro 1

Acquired PVC

Plant

Acquired Geismar

VCM/PVC Plant

Acquired

1 Pipe

Plant

Acquired  3  Pipe

Pants; Calgary

Window Plant

Start

Suzhou

China

Film

Plant

Increased LDPE

By 500 mm/lbs

Acquired CAO

Started Petro 2

Started

Poly 3

Started Suzhou

PVC

Plant

Acquired NY

Windows

Plant

Started Styrene

Acquired 3 Pipe Plants

IPO

20th

Anniversary

Acquired

Longview

10

Acquired Vinnolit,

Calvert City Ethylene

/ PVC Expansion

Petro 1

Ethylene

Expansion

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

18,000

20,000

1986

1988

1990

1992

1994

1996

1998

2000

2002

2004

2006

2008

2010

2012

2014

2016

Westlake's History of Superior Profit Growth Driven by

Efficient Capital Deployment

11

Westlake has a proven history that maximizes

returns and builds shareholder value

High-return strategy prioritizing brownfield /

de-bottlenecking initiatives

Axiall’s

strategy has been value destructive

Underinvestment in operations has resulted

in outages and earnings underperformance

Past acquisitions have destroyed

shareholder value (2006 Royal Building

Products

(a)

acquisition and 2013 PPG

Commodity Chemicals merger)

Pursuing current Building Products sale

process while spurning Westlake's superior

proposal demonstrates the apparent

misalignment between Axiall management’s

and shareholders’ interests

(a)

At the time

known as Royal Group Technologies

Source:

Public filings

Gross PP&E, '05 -

'15 CAGR (%)

Axiall Board and Management Ownership

Comparison

of

Total

Shareholder

Return

–

Last

10

Years

(a)

Westlake share ownership at board and

management level aligns interests with

those of shareholders

Westlake has delivered superior total

shareholder return relative to competitors

and the S&P 500

Alignment of Interests Between Westlake’s Top Management

and Shareholders is Key to Westlake’s Value Creation

12

Source: Thomson, 13F filings as of December 31, 2015 and subsequent 13D/G filings, public filings, Bloomberg. Market data as of January 22, 2016 which is the last unaffected stock price for both Westlake and Axiall

(a)

10 years from January 20, 2006 to January 22, 2016, which is the last trading date before Westlake’s initial proposal was made

(b)

Includes Tim Mann (CEO) (Form 4, March 10, 2016), Gregory Thompson (CFO) (Form 4, March 10, 2016), Simon Bates (SVP Building Products) (Form 4, September 28, 2015), Daniel Fishbein (VP and General

Counsel) (Form 4, March 10, 2016), Bill Doherty (SVP, Chemicals) (Form 4, March 10, 2016), and Dean Adelman (VP, Human Resources) (Form 4, March 10, 2016)

241.7 %

(98.6)%

11.1 %

86.9 %

Westlake

Axiall

Olin

S&P 500

Conversely, Axiall has limited ownership at

board and management level

Entirety of Axiall Senior Leadership Team

owns

less

than

1%

of

Axiall

shares

(less

than Westlake owns)

Institutional and Retail

94.6%

Axiall

Board

0.2%

Axiall

Management

0.8%

Westlake

4.4%

(b)

Westlake Proposal: Highly Compelling Value

Proposition

Combination Creates a

North American

Vinyls

Leader

14

Note:

PVC and Chlor-alkali represent respective companies capacity levels

Source:

IHS Chemical

North

American

PVC

capacity

North

America

Chlor-alkali

capacity

Top 3 North American PVC / Chlor-alkali producer

0

500

1,000

1,500

2,000

2,500

3,000

Shintech

Combined

Oxy

FPC

Axiall

Mexichem

Westlake

0

1,000

2,000

3,000

4,000

5,000

6,000

Olin

Oxy

Combined

Axiall

Shintech

FPC

Westlake

Highly Integrated Chain in the U.S. Should Enhance

Margin Stability for the Combined Company

15

The combined company is expected to have a lower cost structure due to

integration which enhances margin stability

With its operational expertise and strong balance sheet, Westlake should

be able to efficiently access significant additional ethylene capacity

v

Polyethylene

Styrene

Chlorine

Ethylene

Vinyls

PVC

Building

Products

Gas-based

feedstock

capability

Ethylene Expansion

Expansion

Olefins

Vinyls

Combination Would Create a Stronger Company With

Demonstrated Track Record of Enhancing Shareholder Value

16

2015 net sales ($bn)

2015 EBITDA margin (%)

Net debt / 2015 EBITDA

Who would you rather

be a shareholder of?

Axiall?

Westlake + Axiall?

Smaller, one-dimensional

company with exposure to a

single, volatile commodity

Larger, more stable producer

with product and value-chain

diversification to capture

margins throughout

cycle

Leveraged,

small-scale

company and shrinking

Robust balance sheet with

investment grade ratings

History of value-destructive

investments

Track record of earnings

growth through disciplined

investments and acquisitions

3.8x

3.2x

1.9x

1.0x

(0.3x)

Olin

Axiall

Mexichem

WLK + AXLL

Westlake

28%

21%

16%

13%

10%

Westlake

WLK + AXLL

Mexichem

Olin

Axiall

$7.8

$6.9

$5.7

$4.5

$3.4

WLK + AXLL

Olin

Mexichem

Westlake

Axiall

Note:

Combined financials illustratively include $95m of expected synergies, which is the midpoint of Westlake’s $90-100mm synergies estimate. Westlake + Axiall net debt / LTM EBITDA reflects $14 / share in cash

consideration. Olin sales and EBITDA figures are 2014 Pro Forma per S-4 filed September 2, 2015 (Olin EBITDA includes $200 million of expected synergies estimated by management).

Source:

Public filings

Westlake Believes Axiall’s

View of Synergies is Unrealistic and Overly Optimistic

Axiall's

synergy estimates were prepared without any familiarity with Westlake operations or input from Westlake

Excludes dis-synergies

and costs to achieve

Overly reliant on difficult to achieve revenue synergies

Significant Potential Upside from Synergy

Opportunity for Axiall

Shareholders

Westlake Synergy View

Total

expected

run-rate

synergies

of

$90-100mm

reflected

in

proposal

of

$23.35

(a)

Synergy estimate prepared following careful review of business overlap including cost to achieve and potential dis-

synergies in combination

Westlake’s proposal provides Axiall shareholders with the opportunity to participate in any additional synergy creation

through the stock component

17

General &

Administrative

Procurement /

Supply Chain

Manufacturing

Sales & Marketing

(a)

Based on closing price of Westlake stock on April 1, 2016 (the last trading date before Westlake’s revised proposal was made public).

$14.00

$9.35

$23.35

$9.60

$11.32

Westlake Proposal

Axiall Pre-Proposal Price

(Jan. 22)

Implied Axiall Share Price

Based on OIin Performance

Since Unaffected Date

Westlake Proposal Allows Axiall

Shareholders to Crystallize

Value and Participate in Upside Potential and Synergies

18

(3%)

Source:

FactSet

(11%)

Significant downside

risk for Axiall

shareholders

Westlake’s proposal represents

a significant premium to Axiall’s

unaffected share price

Cash component crystallizes

$14 in value –

on its own a

premium to Axiall’s unaffected

share price, providing certainty

relative to Axiall’s standalone

plan

Significant participation in

combined company upside

including synergy value through

stock component

(b)

(a)

Note:

Axiall Pre-Proposal Price is based off the unaffected closing price of Axiall stock on January 22, 2016 (the last trading date before Westlake’s initial proposal was made)

(a)

Revised Proposal of $23.35 per share reflects $14 per share in cash and 0.1967 in Westlake common stock based on the closing price of Westlake stock on April 1, 2016 (the last trading date before

Westlake’s revised proposal was made public).

(b)

Calculated as Axiall unaffected share price on January 22, 2016 of $9.60 multiplied by (1+18%) (Olin share price return from January 22, 2016 through April 1, 2016)

Axiall: Failure to Create Shareholder Value

Axiall Management Has Repeatedly

Failed to Deliver on Expectations

20

At various points over last 4 years, Axiall announced

that ECU margins have reached a “trough” or a “floor” level

Jul 19,

2012

(a)`

“… we illustrate the dramatic improvement in mid-cycle and

trough EBITDA

that comes from this combination. We expect

combined mid-cycle EBITDA of over $850 million, including cost

synergies […] Likewise, trough EBITDA for the combined company

will exceed $550 million”

Dec

3,

2013

(b)

“2013-2016 Growth 2-3% per year

plus exports will balance market”

May 6,

2014

(c)

“And I would say, at this level, there's a bit of pain to go much lower

than where we were or have been. So, that's another reason for

saying that we expected, as a general comment, that

we were at

the floor of ECUs at this point in time.”

Nov 3,

2015

(d)

“We also want to be respectful of the balance sheet and the right

level of leverage given the trough conditions that we're at right

now.”

Feb 11,

2016

(e)

“Axiall

expects to have significant operating leverage as the chlor-

alkali industry comes out of the trough”

“Industry capacity rationalization underway; historically, caustic

prices start to recover within approximately 6-12 months”

Feb 25,

2016

(f)

“We now believe that we have bottomed and that we are at the

beginning of what should be a multiyear improvement in ECU

margins as the cycle turns”

Axiall

Forecasted

Performance

through

Cycle

(a)

Facts

/

Realized

Performance

(g)

Axiall has underperformed investor expectations every

year

since

merger

with

PPG

Commodity

Chemicals

(h)

Axiall’s

Management has been unable to assess “trough”

performance levels for its business

>$850

>$550

$ 672

$ 436

$ 330

Mid-Cycle

Trough

FY 2013A

FY 2014A

FY 2015A

$826

$740

$585

$329

$672

$436

$330

?

FY 2013A

FY 2014A

FY 2015A

FY 2016E

Consensus Broker Estimates

Dec-31 Realized LTM EBITDA

(19)%

(41)%

(44)%

Source:

Axiall

public filings, earnings

release transcripts,

investor presentations

(a)

Paul

Carrico,

PPG

merger

transcript

and

presentation.

Includes

projected

EBITDA

contribution

of

the

divested

Aromatics

business

of

approximately

$40mm

and

$15mm

in

the

Mid-Cycle

and

Trough

estimates,

respectively.

Realized

performance

of

the

Aromatics

business

is

included

in

the

FY

2013A

and

FY

2014A

realized

EBITDA

but

not

in

FY

2015A

(as

the

business

was

divested)

/

(b)

Citibank

Basic

Materials

Conference,

quote

from

presentation

/

(c)

Paul

Carrico,

President

&

CEO,

2014

Q1

Earnings

Call

Q&A

/

(d)

Greg

Thompson,

CFO,

2015

Q3

Earnings

Call

Q&A

/

(e)

Axiall

“Investor

Update”

presentation

released

on

February

11,

2016

/

(f)

Tim

Mann,

CEO,

Q4

2015

Earnings

Call

/

(g)

Synergy

amount

from

Georgia

Gulf

and

PPG

Chemicals

RMT

of

$140mm

as

per

Greg

Thompson,

CFO,

at

Bank

of

America

Merrill

Lynch

Leveraged

Finance

Conference,

December

3,

2014

/

(h)

For

historical

periods

(FY

2013,

FY

2014,

FY

2015),

consensus

broker

estimates

reflect

IBES

median

estimate

as

of

January

1

of

the

corresponding

period.

For

the

projected

period

(FY

2016E),

the

consensus

broker

estimate reflects the current IBES median estimate as of April 22, 2016

Axiall

Has a Track Record of Value Destruction

21

Source:

Axiall

filings

Strategic Decision

Outcome

Overpaid for Acquisition

of Building Products

(2006, 2011)

Acquired

Royal

Group

Technologies

for

~$1.6bn;

transaction

entirely

financed

with

debt,

bringing

leverage

to

~6.5x

end

of

FY2007

Acquired Crane Plastics Siding for ~$72mm

Sold

Window

and

Door

Profiles

and

Solucor

for

a

combined

$41mm

Investments in Building

Products business of

~$1.7bn

Total expected proceeds

from sale of Building

Products

of

~$0.7bn

(a)

Weakened Balance Sheet

Leads to Costly Debt for

Equity Exchange

(2009)

Poorly

positioned in 2009 to deal with financial distress with a significantly weakened balance sheet

Executed

a

debt

for

equity

exchange

which

nearly

wiped-out

all

value

of

shareholders

Overpaid

for Merger with

PPG Commodity

Chemicals

(2013)

Merger with PPG Commodity Chemicals for ~$2.1bn driven by apparent desire to remain

independent in response to earlier proposal from Westlake

~$850mm

impairment

charge

taken

in

2015

from

the

PPG

merger

Missed Ethylene Super-

Cycle Due to Misguided

Strategy and Slow

Execution

(2009 -

2019)

Failed

to

backward

integrate

chlorovinyls

operations

into

ethylene,

and

missed

the

Ethylene

Super-

Cycle

Announced

ethylene

JV

not

expected

on-line

until

2019

at

earliest;

Axiall

will

not

realize

benefit

until

almost a decade after the beginning of the Ethylene Super-Cycle

Rejection of Attractive

Westlake Proposal

(2016)

Axiall

rejected

Westlake’s

proposal

representing

143%

premium

(b)

(a)

Reflects sale of Window and Door Profiles and Solucor for a combined $41mm plus midpoint of Axiall’s estimated range of $600 – 700mm net proceeds that could be generated in a sale based on Axiall

press release dated April 7, 2016. 

(b)

Revised Proposal of $23.35 per share reflects $14 per share in cash and 0.1967 in Westlake common stock based on the closing price of Westlake stock on April 1, 2016 (the last trading date before Westlake’s

revised proposal was made public).  Implied premium is based off the unaffected closing price of Axiall stock on January 22, 2016 (the last trading date before Westlake’s initial proposal was made)

Axiall’s

“Major Initiatives” Have

Not Unlocked Value for Shareholders

22

Axiall’s

So-Called

“Major

Initiatives”

(a)

Stock Price Impact

on Announcement

Date

Stock

Price

Performance since

Announcement

Date

(b)

?

Summer

2015:

Renegotiation of ethane

cracker

joint

venture

with

Lotte

Chemical

0.7%

(75.6)%

?

July 2015:

Paul Carrico

resigns; Tim Mann

appointed Interim President and CEO;

named President and CEO, November 2015

4.1%

(71.8)%

?

October

2015:

Sale of aromatics business

resulting in up to $93 million in proceeds

(0.8)%

(38.8)%

?

December 2015:

Final investment decision

reached on ethane cracker joint venture

(3.0)%

(29.9)%

?

February 2016:

Realized 25% of $100

million

cost

reduction

target

(c)

Likely priced-in given objective was previously

announced and at this stage only partially reached

?

February 2016:

Announces sale of Window

and

Door

Profiles

and

Solucor

Business

(c)

Sale of Building Products business puts value at risk

(a)

According to Axiall Investor Update presentation on February 11, 2016, except for announcement of sale of Window and Door Profiles and Solucor Business (press release as of February 25, 2016)

(b)

Stock price performance represents percent change from announcement to unaffected stock price of $9.60 on January 22, 2016

(c)

Stock price reaction not shown where event occurred after Westlake proposal was made public

Note: 

Assumed announcement dates as follows: ethane cracker JV renegotiated on June 17, 2015, Tim Mann appointed interim CEO on July 6, 2015, Sale of Aromatics business on October 1, 2015, Final decision on

ethane JV on December 17, 2015 and 25% realization of cost reduction on February 11, 2016

Westlake Director Nominees: Independent and

Well Qualified to Create Shareholder Value

Board Nominee

Independent

CEO / CFO

Experience

Chemicals / Energy

Industry Expertise

M&A / Finance

Experience

Public Company

Board

Experience

Steven Blank

Michael Campbell

Charles Crew

(a)

Ruth Dreessen

Angela Minas

David Reeves

(a)

James Swent III

Gary Whitlock

Randy Woelfel

(a)

Experience of Axiall

Board Nominees

24

(a)

Private company Board experience. Charles Crew serves on the board of directors of  Dubois Chemicals Company and Restaurant Technologies. David Reeves served on the ChevronPhillips Chemical

Company board of directors from 2012 to 2014. Randy Woelfel served as CEO and a director of NOVA Chemicals from 2009 to 2014. 

Nominee

Age

Experience

Steven Blank

61

Former Executive Vice President, CFO and Treasurer of NuStar GP, LLC and

NuStar GP Holdings LLC

Currently an Independent Director of TransMontaigne GP, L.L.C. the general

partner of TransMontaigne Partners L.P., and Dakota Plains Holdings, Inc.

Michael Campbell

69

Former Chairman, President and CEO of Arch Chemicals, Inc., and Executive

Vice President of Olin Corporation

Currently an Independent Director of WestRock Company

Former Director of Milliken & Company and former Chairman of the American

Chemistry Council

Charles Crew

64

Former Executive Vice President and President, CEO, SABIC Innovative

Plastics, Saudi Basic Industries Corporation (SABIC) and long-time executive of

GE Plastics, General Electric Company (GE)

Currently an Independent Director of DuBois Chemicals

Ruth Dreessen

60

Managing Director of Lion Chemical Partners LLC

Former Executive Vice President and CFO of TPC Group Inc. and Senior Vice

President and CFO of Westlake Chemical Corporation from 2003-2005

Currently Chairman of Gevo

Former Director of Georgia Gulf Corporation (a predecessor to Axiall) from 2001-

2003, Targa Resources Partners LP and Versar, Inc.

Angela Minas

52

Independent Director and Chair of the Audit Committee of CONE Midstream

Partners LP and Independent Director of Ciner Resources LP (formerly OCI

Resources LP)

Former Vice President and CFO of DCP Midstream Partners

Proposed Axiall Board Nominees

25

Nominee

Age

Experience

David Reeves

60

Former President of Strategy, Planning and Technology, and long-time executive

of Chevron Corporation

Former Director of ChevronPhillips Chemical Company (CPChem)

James Swent III

65

Former Executive Vice President and CFO of Ensco plc., Co-Founder and

Managing Director of Amrita Holdings, LLC, CFO and CEO of Cyrix Corporation

and CFO and CEO of American Pad and Paper Company

Gary Whitlock

66

Former Executive Vice President and CFO of CenterPoint Energy, Inc. and Vice

President of Finance and CFO of Dow AgroSciences, a subsidiary of The Dow

Chemical Company

Former Director of various Dow entities, Texas Genco Holdings, Inc., KiOR, Inc.

and Enable Midstream Partners, LLC

Randy Woelfel

61

Former CEO of NOVA Chemicals, Inc., President of Basell International and

Basell North America (now part of LyondellBasell) and longtime employee of

Royal Dutch Shell plc (Shell)

Currently an Independent Director of Black & Veatch and advisor to several

petrochemicals and plastics companies

Proposed Axiall Board Nominees

26

Conclusions –

Vote GOLD Card for New Director Nominees

27

•

Why Westlake: History of Value Creation

•

Westlake Proposal: Highly Compelling Value

Proposition

•

Axiall: Failure to Create Shareholder Value

•

Westlake Director Nominees: Independent

and Well Qualified to Create Shareholder

Value

Vote GOLD Card to

Elect New Director

Nominees