Muttenz, August 15, 2017 - Clariant AG is pleased
to announce progress towards satisfying the regulatory approval
condition to closing its merger of equals with Huntsman
Corporation. The United States Federal Trade Commission, which
reviews the antitrust implications of certain business
combinations, late yesterday delivered a second request for
information to the parties relating to just two products -
sodium isethionate, used in personal care products like soap and
shampoos, and a polyetheramine product used in certain construction
and additive/paint and ink applications. These products accounted
for less than USD 24 million in total revenues of each of the two
companies in the United States in 2016, and Clariant is confident
that the parties will be able to satisfy any FTC concerns on a
timeline consistent with the merger, which we continue to expect to
close around year-end.
The regulatory clearance process continues to move
forward in other jurisdictions as well and we continue to move
forward on this timeline.
Corporate Media Relations
|
|
Investor Relations
|
Jochen Dubiel
Phone +41 61 469 63 63
jochen.dubiel@clariant.com |
|
Anja Pomrehn
Phone +41 61 469 63 73
anja.pomrehn@clariant.com |
Thijs Bouwens
Phone +41 61 469 63 63
thijs.bouwens@clariant.com |
|
Maria Ivek
Phone +41 61 469 63 73
maria.ivek@clariant.com |
Follow us on Twitter, Facebook, Google
Plus, LinkedIn.
www.clariant.com
Clariant is a globally leading specialty chemicals
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 CHF 5.847 billion
for its continuing businesses. 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.
Disclaimer
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 Ltd ("Clariant") and Huntsman Corporation
("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. 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
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" sections of Huntsman's annual report on Form
10-K for the fiscal year ended December 31, 2016 and the quarterly
report on Form 10-Q for the six month period ended June 30, 2017.
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.
Media Release english