STAMFORD, Conn., April 26, 2019 /PRNewswire/ -- Tronox
Holdings plc (NYSE: TROX) ("Tronox" or the "Company"),
the world's largest vertically integrated producer of titanium
dioxide pigment, today announced it has completed the divestiture
of its 8120 paper-laminate product grade to Venator Materials PLC
(NYSE: VNTR) ("Venator"). Divestiture of this product grade to
Venator was pursuant to the approval granted to Tronox by the
European Commission in connection with Tronox's acquisition of the
titanium dioxide ("TiO2") business of The National
Titanium Dioxide Company Limited ("Cristal") which was consummated
on April 10, 2019.
Under the Memorandum of Understanding ("MOU") with Venator,
which was entered into contemporaneously with the signing of the
8120 divestiture transaction in July
2018, the parties agreed a $75
million break fee would become payable if, among other
things, the parties, despite negotiating in good-faith and in
conformity with the terms in the MOU, failed to reach a definitive
agreement for the sale of Cristal's North American operations and
Tronox was able to consummate both the Cristal transaction and the
8120 paper-laminate product grade transaction.
"We believe that Venator's failure to negotiate in
good faith to purchase Cristal's North American operations for
$1.1 billion, as contemplated by
the MOU, and its failure to otherwise comply with the
MOU obviates Tronox's need to pay the break
fee. Due to Venator's failure to adhere to the
terms of the MOU, Tronox ultimately was forced to sell Cristal's
North American operations for $700
million, substantially less than was contemplated by the
MOU," said Jeffry N. Quinn, chairman
and chief executive officer of Tronox. "Despite our
fundamental disagreement over the consequences of Venator's actions
under the MOU, it is our hope to resolve this matter through
negotiation, but are prepared to defend our position if necessary.
The Company will have no further comment at this time with respect
to these discussions."
Quinn added, "Tronox will instead continue to focus on
unlocking the substantial value created
by our transformative acquisition of Cristal for the
benefit of our shareholders, customers and
employees."
About Tronox
Tronox Limited is one of the
world's leading producers of high-quality titanium products,
including titanium dioxide pigment, specialty-grade titanium
dioxide products and high-purity titanium chemicals; and zircon. We
mine titanium-bearing mineral sands and operate upgrading
facilities that produce high-grade titanium feedstock materials,
pig iron and other minerals. With nearly 7,000 employees across six
continents, our rich diversity, unmatched vertical integration
model, and unparalleled operational and technical expertise across
the value chain, position Tronox as the preeminent titanium dioxide
producer in the world. For more information about how our products
add brightness and durability to paints, plastics, paper and other
everyday products, visit Tronox.com.
Forward-Looking Statements
Statements in this release
that are not historical are forward-looking statements within the
meaning of the U.S. Private Securities Litigation Reform Act of
1995. These forward-looking statements, which are subject to known
and unknown risks, uncertainties and assumptions about us, may
include projections of our future financial performance based on
our growth strategies and anticipated trends in our business. These
statements are only predictions based on our current expectations
and projections about future events. There are important factors
that could cause our actual results, level of activity, performance
or achievements to differ materially from the results, level of
activity, performance or achievements expressed or implied by the
forward-looking statements. These and other risk factors are
discussed in the company's filings with the Securities and
Exchange Commission (SEC), including those under the heading
entitled "Risk Factors" in our Annual Report on Form 10-K for the
year ended December 31, 2018.
Specifically, there can be no assurance that we will be able to
integrate Cristal's TiO2 business and realize any expected
synergies or achieve any expected financial or other results of the
acquisition. Moreover, we operate in a very competitive and
rapidly changing environment. New risks and uncertainties emerge
from time to time, and it is not possible for our management to
predict all risks and uncertainties, nor can management assess the
impact of all factors on our business or the extent to which any
factor, or combination of factors, may cause actual results to
differ materially from those contained in any forward-looking
statements. Although we believe the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee
future results, level of activity, performance or achievements.
Neither we nor any other person assumes responsibility for the
accuracy or completeness of any of these forward-looking
statements. You should not rely upon forward-looking statements as
predictions of future events. Unless otherwise required by
applicable laws, we undertake no obligation to update or revise any
forward-looking statements, whether because of new information or
future developments.
Media Contact: Melissa
Zona
+1 636.751.4057
Investor Contact: Brennen
Arndt
+1 646.960.6598
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SOURCE Tronox Holdings plc