THE WOODLANDS, Texas,
May 22, 2017 /PRNewswire/
--
- Merger of equals to create a leading global specialty chemical
company with approximately $20
billion enterprise value at announcement
- More than $3.5 billion value
creation through annual cost synergies in excess of $400 million
- Enhanced returns from improved growth profile in highly
attractive end markets and key geographies such as the United States and China
- Opportunities for stronger joint innovation platforms and
shared knowledge in sustainability
- Stronger balance sheet and cash flow generation; plan to
continue Clariant's attractive dividend policy
- Transaction targeted to close by year end 2017
- Previously announced IPO of Huntsman's Pigments and Additives
business (Venator) to continue as planned in summer 2017
Huntsman Corporation (NYSE: HUN) and Clariant (SIX: CLN) today
announced that their Boards of Directors unanimously approved a
definitive agreement to combine in a merger of equals through an
all-stock transaction.
The merged company will be named HuntsmanClariant. On a pro
forma 2016 basis1, the combination of both companies
will create a leading global specialty chemical company with sales
of approximately $13.2 billion, an
adjusted EBITDA of $2.3 billion and a
combined enterprise value of approximately $20 billion at announcement.
The combined entity will benefit from each other's strengths. It
will have a significantly improved growth profile in highly
attractive end markets and geographies. HuntsmanClariant will
leverage shared knowledge in sustainability and boast a much
stronger joint innovation platform. This will enable the
development of new products in order to deliver superior returns
and drive shareholder value.
CEO Comments
"This is the perfect deal at the right time. Clariant and
Huntsman are joining forces to gain much broader global reach,
create more sustained innovation power and achieve new growth
opportunities," said Hariolf Kottmann, CEO of Clariant. "This is in
the best interest of all of our stakeholders. Peter Huntsman and I share the same strategic
vision and I look forward to working with him."
Peter R. Huntsman, President and
CEO of Huntsman, commented: "I could not be more enthusiastic about
this merger and look forward to working closely with Hariolf
Kottmann, a man I have admired and trusted for the past decade. We
also look forward to a close association with his immensely
talented colleagues around the world. Together, we will create a
global leader in specialty chemicals with a combined balance sheet
providing substantial financial strength and flexibility."
Transaction highlights
- All-stock merger of equals transaction
- Clariant shareholders: 52%, Huntsman shareholders: 48%
- Huntsman shareholders receive 1.2196 shares in HuntsmanClariant
for each Huntsman share (each existing Clariant share will remain
outstanding as a share in HuntsmanClariant)
- Board of Directors with equal representation from Clariant and
Huntsman
- Global Headquarters in Pratteln, Switzerland, Operational Headquarters in
The Woodlands, Texas
- Dual stock exchange direct listing on the SIX Swiss Exchange
and the New York Stock Exchange
Value Creation
The new company will accelerate value creation for shareholders
through a more robust combination of technology, products and
talent. The combined company expects to realize more than
$3.5 billion of value creation from
approximately $400 million in annual
cost synergies. The full synergy run-rate will be achieved within
two years of closing. These synergies will be realized by reducing
operational costs and improving procurement. The targeted synergies
represent roughly 3 percent of total combined 2016 revenue with
one-time costs up to $500 million.
There will also be additional cash-tax savings.
Corporate Governance
The combined company, incorporated in Switzerland, will be governed by a Board of
Directors with equal representation from Clariant and Huntsman and
will follow Swiss Corporate Governance standards. Hariolf Kottmann,
current Clariant CEO, shall become Chairman of the Board of
HuntsmanClariant. Peter Huntsman,
current Huntsman President and CEO, will become CEO of
HuntsmanClariant. Jon Huntsman, founder and Chairman of
Huntsman, shall become Chairman Emeritus and board member of
HuntsmanClariant. The merger enjoys strong commitment from both
Clariant and Huntsman family shareholders. The company will be
listed on the SIX Swiss Exchange and the New York Stock Exchange.
HuntsmanClariant will use IFRS, and beginning in Q1 2018 will
report in USD and will start filing 10Qs and 10Ks consistent with
SEC requirements.
Timing
The transaction is targeted to close by year end 2017, subject
to Clariant and Huntsman shareholder approvals, regulatory
approvals and other customary closing conditions. Clariant and
Huntsman are confident that the required regulatory approvals can
be obtained in a timely manner.
This presentation contains financial measures that are not in
accordance with generally accepted accounting principles in the
U.S. ("GAAP"). For reconciliation of Huntsman's non-GAAP measures
please refer the related presentation posted on our website,
www.huntsman.com.
Note to Publication
Both Clariant and Huntsman have simultaneously published Media
Releases with identical content.
Advisors
Citi and UBS AG are serving as Clariant's financial advisors for
the transaction, with Homburger and Cleary
Gottlieb Steen and Hamilton
serving as its legal advisors.
BofA Merrill Lynch and Moelis & Company LLC are serving as
Huntsman's financial advisors for the transaction, with Kirkland
& Ellis, Bär & Karrer and Vinson & Elkins acting as its
legal advisors.
Conference Call and Webcast Information
We will hold a conference call and live web-cast this
Monday, May 22, 2017 at 2:30 p.m. CET, 1:30
p.m. London and
8:30 a.m. New York.
Pre-Registration – Link:
http://services3.choruscall.ch/DiamondPassRegistration/register?confirmationNumber=170000&linkSecurityString=fb9e10
Call-in numbers for
the conference call*:
|
European
participants
|
+ 41 58 310 50
00
|
U.K.
participants
|
+ 44 203 059 58
62
|
U.S.
participants
|
+ 1 631 570 56
13
|
*Only for
participants NOT pre-registered
|
The conference call will be available via webcast and can be
accessed from the company's website at Clariant.com and
Huntsman.com or by using the following link:
https://streamstudio.world-television.com/49-50-18401/en
Replay Information
The conference call will be available for replay beginning
May 22, 2017 and ending June 30, 2017.
Digital playback
numbers:
|
European
participants
|
+ 41 91 612 43
30
|
Code 14774#
(available 24 hours)
|
U.K.
participants
|
+ 44 207 108 62
33
|
Code 14774#
(available 24 hours)
|
U.S
participants
|
+ 1 631 982 45
66
|
Code 14774#
(available 24 hours)
|
About Huntsman
Huntsman Corporation is a publicly traded global manufacturer
and marketer of differentiated chemicals with 2016 revenues of
approximately $10 billion. Its
chemical products number in the thousands and are sold worldwide to
manufacturers serving a broad and diverse range of consumer and
industrial end markets. The company has more than 100 manufacturing
and R&D facilities in approximately 30 countries and employs
approximately 15,000 associates within 5 distinct business
divisions including the Pigments and Additives division which it
intends to IPO as Venator Materials Corporation. For more
information about Huntsman, please visit the company's website
at www.Huntsman.com.
About Clariant
Clariant is a globally leading specialty chemical company,
based in Muttenz near Basel/Switzerland. On 31 December 2016 the company employed a total
workforce of 17 442. In the financial year 2016, Clariant
recorded sales of approximately CHF 6
billion. The company reports in four business areas: Care
Chemicals, Catalysis, Natural Resources, and Plastics &
Coatings. Clariant's corporate strategy is based on five pillars:
focus on innovation through R&D, add value with sustainability,
reposition portfolio, intensify growth, and increase profitability.
For more information about Clariant, please visit the company's
website at www.Clariant.com.
Social Media:
Twitter:
twitter.com/Huntsman_Corp
Facebook: www.facebook.com/huntsmancorp
LinkedIn: www.linkedin.com/company/huntsman
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains certain statements that are
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended.
Clariant and Huntsman have identified some of these forward-looking
statements with words like "believe," "may," "could," "would,"
"might," "possible," "will," "should," "expect," "intend," "plan,"
"anticipate," "estimate," "potential," "outlook" or "continue," the
negative of these words, other terms of similar meaning or the use
of future dates. Forward-looking statements in this communication
include, without limitation, statements about the anticipated
benefits of the contemplated transaction, including future
financial and operating results and expected synergies and cost
savings related to the contemplated transaction, the plans,
objectives, expectations and intentions of Clariant, Huntsman or
the combined company, the expected timing of the completion of the
contemplated transaction and information relating to the proposed
initial public offering of ordinary shares of Venator Materials
PLC. Such statements are based on the current expectations of the
management of Clariant or Huntsman, as applicable, are qualified by
the inherent risks and uncertainties surrounding future
expectations generally, and actual results could differ materially
from those currently anticipated due to a number of risks and
uncertainties. Neither Clariant nor Huntsman, nor any of their
respective directors, executive officers or advisors, provide any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements will
actually occur. Risks and uncertainties that could cause results to
differ from expectations include: uncertainties as to the timing of
the contemplated transaction; uncertainties as to the approval of
Huntsman's stockholders and Clariant's shareholders required in
connection with the contemplated transaction; the possibility that
a competing proposal will be made; the possibility that the closing
conditions to the contemplated transaction may not be satisfied or
waived, including that a governmental entity may prohibit, delay or
refuse to grant a necessary regulatory approval; the effects of
disruption caused by the announcement of the contemplated
transaction making it more difficult to maintain relationships with
employees, customers, vendors and other business partners; the risk
that stockholder litigation in connection with the contemplated
transaction may affect the timing or occurrence of the contemplated
transaction or result in significant costs of defense,
indemnification and liability; ability to refinance existing
indebtedness of Clariant or Huntsman in connection with the
contemplated transaction; other business effects, including the
effects of industry, economic or political conditions outside of
the control of the parties to the contemplated transaction;
transaction costs; actual or contingent liabilities; disruptions to
the financial or capital markets, including with respect to the
initial public offering of ordinary shares by Venator or financing
activities related to the contemplated transaction; and other risks
and uncertainties discussed in Huntsman's filings with the U.S.
Securities and Exchange Commission (the "SEC"), including the "Risk
Factors" section of Huntsman's annual report on Form 10-K for the
fiscal year ended December 31, 2016.
You can obtain copies of Huntsman's filings with the SEC for free
at the SEC's website (www.sec.gov). Forward-looking statements
included herein are made only as of the date hereof and neither
Clariant nor Huntsman undertakes any obligation to update any
forward-looking statements as a result of new information, future
developments or otherwise, except as expressly required by law. All
forward-looking statements in this communication are qualified in
their entirety by this cautionary statement.
Important Additional Information and Where to Find It
NO OFFER OR SOLICITATION
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. No offer of
securities will be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
In connection with the contemplated transaction, Clariant
intends to file a registration statement on Form F-4 with the SEC
that will include the Proxy Statement/Prospectus of Huntsman. The
Proxy Statement/Prospectus will also be sent or given to Huntsman
stockholders and will contain important information about the
contemplated transaction. INVESTORS AND SHAREHOLDERS ARE URGED TO
READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
CLARIANT, HUNTSMAN, THE CONTEMPLATED TRANSACTION AND RELATED
MATTERS. Investors and shareholders will be able to obtain free
copies of the Proxy Statement/Prospectus (when available) and other
documents filed with the SEC by Clariant and Huntsman through the
website maintained by the SEC at www.sec.gov.
PARTICIPANTS IN THE SOLICITATION
Huntsman and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from Huntsman
investors and shareholders in connection with the contemplated
transaction. Information about Huntsman's directors and executive
officers is set forth in its proxy statement for its 2017 Annual
Meeting of Stockholders and its annual report on Form 10-K for the
fiscal year ended December 31, 2016.
These documents may be obtained for free at the SEC's website at
www.sec.gov. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the
contemplated transactions will be included in the Proxy Statement/
Prospectus that Huntsman intends to file with the SEC.
1 Includes annual $400
million in run-rate cost synergies; pro forma adjusted for
Venator.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/huntsman-and-clariant-to-combine-in-merger-of-equals-300461152.html
SOURCE Huntsman Corporation