Venator Commences Suit Against Tronox to Recover Break Fee

WYNYARD, UK, May 14, 2019 /PRNewswire/ -- Venator Materials PLC ("Venator") (NYSE: VNTR) today announced it has commenced a lawsuit in Delaware Superior Court against Tronox Limited. In the lawsuit, which arises from Tronox's refusal to honor its contract to pay a $75 million "Break Fee" to Venator upon conditions which have now been met, Venator seeks a judgment for $75 million, plus pre- and post-judgment interest, and its reasonable attorneys' fees and costs.

Simon Turner, President and CEO of Venator, commented: "It is unfortunate that Tronox has failed to honor its contract with Venator and offers baseless excuses for its refusal to perform. Venator at all times acted in good faith during its negotiations with Tronox. For example, with Tronox's consent, Venator met with the FTC to make a presentation on its proposed acquisition of Ashtabula. While Venator was preparing to further respond to the issues raised by the FTC, Tronox abruptly terminated discussions with Venator to pursue an alternative transaction. Having sold the business to a buyer other than Venator, Tronox must now pay the Break Fee."

About Venator

Venator is a global manufacturer and marketer of chemical products that comprise a broad range of pigments and additives that bring color and vibrancy to buildings, protect and extend product life, and reduce energy consumption. We market our products globally to a diversified group of industrial customers through two segments: Titanium Dioxide, which consists of our TiO₂ business, and Performance Additives, which consists of our functional additives, color pigments, timber treatment and water treatment businesses. We operate 24 facilities, employ approximately 4,300 associates worldwide and sell our products in more than 110 countries.

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Cautionary Statement Concerning Forward-Looking Statements

Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements, including those related to recovery of the break fee from Tronox and related litigation, provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to a historical or current fact. These forward-looking statements represent Venator's expectations or beliefs concerning future events, and it is possible that the expected results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Venator's control, that could cause actual results to differ materially from the results discussed in the forward-looking statements, including global economic conditions, our ability to transfer technology and manufacturing capacity from our Pori, Finland manufacturing facility to other sites in our manufacturing network, the costs associated with such transfer and the closure of our Pori facility, our ability to realize financial and operational benefits from our business improvement plans and initiatives, impacts on TiO₂ markets and the broader global economy from the imposition of tariffs by the U.S. and other countries, changes in raw material and energy prices, access to capital markets, industry production capacity and operating rates, the supply demand balance for our products and that of competing products, pricing pressures, technological developments, legal claims against us, changes in government regulations, geopolitical events and cyberattacks.

Any forward looking statement speaks only as of the date on which it is made, and, except as required by law, Venator does not undertake any obligation to update or revise any forward looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Venator to predict all such factors. When considering these forward looking statements, you should keep in mind the risk factors and other cautionary statements in Venator's Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC, and in its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The risk factors and other factors noted therein could cause its actual results to differ materially from those contained in any forward looking statement.

(PRNewsfoto/Venator Materials PLC)

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