STAMFORD, Conn., July 16, 2018 /PRNewswire/ -- Tronox Limited
(NYSE: TROX) ("Tronox" or the "Company"), a global mining and
inorganic chemicals company, today announced it has submitted to
the European Commission definitive agreements with Venator
Materials PLC (NYSE: VNTR) ("Venator") to divest its 8120
paper-laminate product grade currently supplied to European
customers from Tronox's Botlek facility in the Netherlands. Divesture of this product
grade is the condition set forth in the conditional approval
granted to Tronox by the European Commission on July 4, 2018, with respect to Tronox's proposed
acquisition of the titanium dioxide ("TiO2") business of
The National Titanium Dioxide Company Limited ("Cristal"), a
privately held global chemical and mining company headquartered
in Jeddah, Saudi Arabia. If the European Commission
approves the definitive agreement, the European Commission's
approval of the Cristal transaction will be final.
In addition, Tronox entered into a binding Memorandum of
Understanding ("MOU") with Venator providing for the negotiation of
a definitive agreement to sell Cristal's Ashtabula, Ohio, two-plant TiO2
production complex to Venator if a divestiture of Ashtabula is required to consummate the
Cristal acquisition. The MOU grants Venator exclusivity for a
period of 75 days to negotiate a definitive agreement for the sale
of the Ashtabula complex, while
Tronox continues to vigorously defend the merits of the transaction
in a preliminary injunction hearing in U.S. District Court.
Basic terms of the MOU contemplate that the definitive
agreements will include:
- If the U.S. District Court issues a preliminary injunction to
prevent the Cristal acquisition, Tronox has the right to require
Venator to purchase Ashtabula for
$1.1 billion.
- If Tronox does not exercise its right promptly after an adverse
ruling by the U.S. District Court and continues to pursue the Part
3 proceeding in front of the FTC's Administrative Law Judge, Tronox
has the right to require Venator to purchase Ashtabula for $900
million after the FTC Part 3 process has concluded.
- If Tronox fails to exercise its right to require Venator to
purchase Ashtabula, Venator may
require Tronox to divest Ashtabula
to Venator for $900 million.
Tronox has agreed to pay Venator a $75
million break fee if Tronox is able to consummate the
Cristal transaction without divesting Ashtabula to Venator and the paper-laminate
grade divestiture is completed to obtain final European Commission
approval. The divestiture of Ashtabula would be subject to customary
conditions, including regulatory approvals.
On July 10, 2018, the FTC filed a
complaint against Tronox with the U.S. District Court in the
District of Columbia alleging that
Tronox's pending acquisition of the TiO2 business of
Cristal would violate antitrust laws by significantly reducing
competition in the North American market for chloride-process
TiO2. Tronox believes the FTC's allegations are
substantively wrong, and the lawsuit is the latest in a series of
unprecedented procedural tactics employed by the FTC in an attempt
to prevent the Company from completing the acquisition of Cristal
within a reasonable timeframe.
"The Memorandum of Understanding with Venator enables Tronox to
vigorously defend the merits of the Cristal transaction in U.S.
District Court, while ensuring we are prepared to move swiftly with
a remedy transaction at a reasonable valuation if the Ashtabula divestiture is required," said
Jeffry N. Quinn, president and chief
executive officer of Tronox. "We believe the Venator MOU, together
with the filing of the 8120 divestiture agreements with the
European Commission, demonstrates our commitment to completing the
Cristal transaction and preserving shareholder value."
Quinn added, "Tronox welcomes the opportunity to demonstrate in
District Court, as it did in the recent Part 3 Hearing before the
FTC's Administrative Law Judge, how the pro-competitive,
output-enhancing combination will benefit customers throughout
North America and around the
world."
About Tronox
Tronox Limited is a vertically
integrated mining and inorganic chemical business. The company
mines and processes titanium ore, zircon and other minerals, and
manufactures titanium dioxide pigments that add brightness and
durability to paints, plastics, paper and other everyday products.
For more information, visit tronox.com.
About Cristal
Cristal (also known as The National
Titanium Dioxide Company Limited) operates eight manufacturing
plants in seven countries on five continents and employs
approximately 4,100 people worldwide. Cristal is owned 79
percent by Tasnee (a listed Saudi joint-stock company) and 20
percent by Gulf Investment Corporation (GIC), a company
equally owned by the six states of the Gulf Cooperation
Council (GCC), headquartered in Kuwait. One percent
of the company is owned by Dr. Talal A. Al-Shair, who also
serves as vice chairman, Tasnee and chairman of Cristal.
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, 2017.
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
+1 203.705.3730
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SOURCE Tronox Limited