THE WOODLANDS, Texas,
Sept. 19, 2017 /PRNewswire/
-- Huntsman Corporation (NYSE: HUN) today issued the following
statement in response to the public letter from White Tale
Holdings, a Cayman Islands based
investment vehicle controlled by short-term oriented hedge funds,
40 North and Corvex, which invested in Clariant only after the
merger announcement, and now holds a stake in Clariant in excess of
15%.
Peter Huntsman, President and
CEO, commented:
"White Tale has resorted to demonstrably false attacks on
Huntsman's performance and its portfolio in a transparent and
self-serving attempt to derail our strategic merger of equals with
Clariant. In an apparent effort to engineer a short-term rise
in the Clariant stock price, White Tale has advanced a destructive,
high risk strategy of dismantling Clariant and denying all other
stakeholders of the company the sustainable, long-term benefits of
this compelling combination.
"White Tale's attacks on Huntsman are false. Since
March 2016, when Huntsman
communicated our strategy at our investor day, we have delivered
more than we promised: free cash flow in excess of our peers
and more than $2 billion of
deleveraging, the separation of our Pigments and Additives
business, and significant growth in our downstream specialty and
differentiated businesses. Our total shareholder return over that
time has been above 150%, which is far more than Corvex has
delivered to its investors. Instead of questioning Clariant's
motivations, Clariant investors should ask why Corvex has lost
billions of funds under management in recent years and returns have
been poor.
"I have not met with White Tale and have no intention to do
so. Their activism is all about the short-term, break-up value of
Clariant and is not about Huntsman."
Huntsman has transformed into a focused specialty and
differentiated chemical company. Through aggressive
portfolio management, Huntsman's has become, with few exceptions, a
specialty chemical business. Less than 10% of Huntsman's EBITDA now
comes from lower margin, commoditized businesses. There is thus no
doubt that both Huntsman and Clariant have specialty businesses
that deliver high-growth and high-margins; in this most recent
quarter, both companies' adjusted EBITDA margins were approximately
15%, and the combined business margin, including synergies, is
expected to be above 17%, higher than either business is expected
to achieve alone.
Huntsman has delivered long-term and sustainable value to its
stockholders and Corvex has not. Huntsman has displayed a
strong ability to build leading specialty and differentiated
chemical platforms and create significant long-term value by
integrating attractive businesses through acquisitions and
strategic investments. The Company's acquisition of the
Rockwood businesses demonstrated
just that. When Corvex took a position in Huntsman stock in 2013,
they urged Huntsman to divest its small, commoditized pigments
business in to a market with few buyers and no public option.
Instead of capitulating to Corvex's threats, Huntsman invested in
the business to create the option it recently exercised—the IPO of
Venator with a market valuation of approximately $3 billion, a delivery of $1.5 billion in incremental value to
shareholders.
Like it did in 2013, Corvex is resurrecting the self-serving
playbook from its widely-criticized ADT investment – pushing for
Clariant to undertake short-sighted financial engineering
apparently in order to deliver a short-term rise in the stock price
into which it then sells its stake, leaving the long-term
shareholders to pick up the pieces after it's gone.
Huntsman has a strong operational track record. Huntsman
has a proven track record for taking costs out of its businesses
and generating operational efficiencies, most recently demonstrated
by its transformation of the Rockwood businesses acquired in 2014 where
more than $200 million in costs were
taken out without any negative impact on safety, as well as the
successful transformation of both its Advanced Materials and
Textile Effects businesses, where in excess of another $200 million in costs were eliminated. In
the past two years alone, Huntsman has paid down more than
$2 billion of its debt and remains
focused on cash generation, kicked off the successful separation of
its Pigments and Additives Division, creating a publicly traded
company worth approximately $3
billion and grown its differentiated businesses through
bolt-on acquisitions and strategic investments.
About Huntsman:
Huntsman Corporation is a publicly
traded global manufacturer and marketer of differentiated and
specialty chemicals with 2016 revenues of approximately
$10 billion. Our chemical products
number in the thousands and are sold worldwide to manufacturers
serving a broad and diverse range of consumer and industrial end
markets. We operate more than 75 manufacturing, R&D and
operations facilities in over 30 countries and employ approximately
10,000 associates within our four distinct business divisions. For
more information about Huntsman, please visit the company's website
at www.huntsman.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 release 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 release
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 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
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 release 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.
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SOURCE Huntsman Corporation