USD 10.0 BN DEAL - Huntsman and Clariant to Combine in Merger of Equals

Version:0.9StartHTML:0000000103 EndHTML:0000009706 StartFragment:0000000141 EndFragment:0000009668

Huntsman and Clariant to Combine in Merger of Equals

PR Newswire

THE WOODLANDS, Texas, May 22, 2017

THE WOODLANDS, Texas, May 22, 2017 /PRNewswire/ -- 

  • Merger of equals to create a leading global specialty chemical company with approximately $20 billion enterprise value at announcement
  • More than $3.5 billion value creation through annual cost synergies in excess of $400 million
  • Enhanced returns from improved growth profile in highly attractive end markets and key geographies such as the United States and China
  • Opportunities for stronger joint innovation platforms and shared knowledge in sustainability
  • Stronger balance sheet and cash flow generation; plan to continue Clariant's attractive dividend policy
  • Transaction targeted to close by year end 2017
  • Previously announced IPO of Huntsman's Pigments and Additives business (Venator) to continue as planned in summer 2017

Huntsman Corporation (NYSE: HUN) and Clariant (SIX: CLN) today announced that their Boards of Directors unanimously approved a definitive agreement to combine in a merger of equals through an all-stock transaction.

The merged company will be named HuntsmanClariant. On a pro forma 2016 basis1, the combination of both companies will create a leading global specialty chemical company with sales of approximately $13.2 billion, an adjusted EBITDA of $2.3 billion and a combined enterprise value of approximately $20 billion at announcement.

The combined entity will benefit from each other's strengths. It will have a significantly improved growth profile in highly attractive end markets and geographies. HuntsmanClariant will leverage shared knowledge in sustainability and boast a much stronger joint innovation platform. This will enable the development of new products in order to deliver superior returns and drive shareholder value.

CEO Comments

"This is the perfect deal at the right time. Clariant and Huntsman are joining forces to gain much broader global reach, create more sustained innovation power and achieve new growth opportunities," said Hariolf Kottmann, CEO of Clariant. "This is in the best interest of all of our stakeholders. Peter Huntsman and I share the same strategic vision and I look forward to working with him."

Peter R. Huntsman, President and CEO of Huntsman, commented: "I could not be more enthusiastic about this merger and look forward to working closely with Hariolf Kottmann, a man I have admired and trusted for the past decade. We also look forward to a close association with his immensely talented colleagues around the world. Together, we will create a global leader in specialty chemicals with a combined balance sheet providing substantial financial strength and flexibility."

Transaction highlights

  • All-stock merger of equals transaction
  • Clariant shareholders: 52%, Huntsman shareholders: 48%
  • Huntsman shareholders receive 1.2196 shares in HuntsmanClariant for each Huntsman share (each existing Clariant share will remain outstanding as a share in HuntsmanClariant)
  • Board of Directors with equal representation from Clariant and Huntsman
  • Global Headquarters in Pratteln, Switzerland, Operational Headquarters in The Woodlands, Texas
  • Dual stock exchange direct listing on the SIX Swiss Exchange and the New York Stock Exchange

Value Creation

The new company will accelerate value creation for shareholders through a more robust combination of technology, products and talent. The combined company expects to realize more than $3.5 billion of value creation from approximately $400 million in annual cost synergies. The full synergy run-rate will be achieved within two years of closing. These synergies will be realized by reducing operational costs and improving procurement. The targeted synergies represent roughly 3 percent of total combined 2016 revenue with one-time costs up to $500 million. There will also be additional cash-tax savings.

Corporate Governance

The combined company, incorporated in Switzerland, will be governed by a Board of Directors with equal representation from Clariant and Huntsman and will follow Swiss Corporate Governance standards. Hariolf Kottmann, current Clariant CEO, shall become Chairman of the Board of HuntsmanClariant. Peter Huntsman, current Huntsman President and CEO, will become CEO of HuntsmanClariant.  Jon Huntsman, founder and Chairman of Huntsman, shall become Chairman Emeritus and board member of HuntsmanClariant. The merger enjoys strong commitment from both Clariant and Huntsman family shareholders. The company will be listed on the SIX Swiss Exchange and the New York Stock Exchange. HuntsmanClariant will use IFRS, and beginning in Q1 2018 will report in USD and will start filing 10Qs and 10Ks consistent with SEC requirements.

Timing

The transaction is targeted to close by year end 2017, subject to Clariant and Huntsman shareholder approvals, regulatory approvals and other customary closing conditions. Clariant and Huntsman are confident that the required regulatory approvals can be obtained in a timely manner.

This presentation contains financial measures that are not in accordance with generally accepted accounting principles in the U.S. ("GAAP"). For reconciliation of Huntsman's non-GAAP measures please refer the related presentation posted on our website, www.huntsman.com.

Note to Publication

Both Clariant and Huntsman have simultaneously published Media Releases with identical content.

Advisors

Citi and UBS AG are serving as Clariant's financial advisors for the transaction, with Homburger and Cleary Gottlieb Steen and Hamilton serving as its legal advisors.

BofA Merrill Lynch and Moelis & Company LLC are serving as Huntsman's financial advisors for the transaction, with Kirkland & Ellis, Bär & Karrer and Vinson & Elkins acting as its legal advisors.

Conference Call and Webcast Information

We will hold a conference call and live web-cast this Monday, May 22, 2017 at 2:30 p.m. CET, 1:30 p.m. London and 8:30 a.m. New York.

Pre-Registration – Link:
http://services3.choruscall.ch/DiamondPassRegistration/register?confirmationNumber=170000&linkSecurityString=fb9e10

 

Call-in numbers for the conference call*:

European participants  

+ 41 58 310 50 00

U.K. participants    

+ 44 203 059 58 62

U.S. participants   

+ 1 631 570 56 13

*Only for participants NOT pre-registered

The conference call will be available via webcast and can be accessed from the company's website at Clariant.com and Huntsman.com or by using the following link:
https://streamstudio.world-television.com/49-50-18401/en

Replay Information

The conference call will be available for replay beginning May 22, 2017 and ending June 30, 2017.

Digital playback numbers:

European participants

+ 41 91 612 43 30

Code 14774# (available 24 hours)

U.K. participants   

+ 44 207 108 62 33

Code 14774# (available 24 hours)

U.S participants     

+ 1 631 982 45 66

Code 14774# (available 24 hours)

About Huntsman

Huntsman Corporation is a publicly traded global manufacturer and marketer of differentiated chemicals with 2016 revenues of approximately $10 billion. Its chemical products number in the thousands and are sold worldwide to manufacturers serving a broad and diverse range of consumer and industrial end markets. The company has more than 100 manufacturing and R&D facilities in approximately 30 countries and employs approximately 15,000 associates within 5 distinct business divisions including the Pigments and Additives division which it intends to IPO as Venator Materials Corporation. For more information about Huntsman, please visit the company's website atwww.Huntsman.com.

About Clariant

Clariant is a globally leading specialty chemical 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 approximately CHF 6 billion. 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. For more information about Clariant, please visit the company's website at www.Clariant.com.

Enquiries

If you have any enquiries you can contact us using this form: (*) indicates required field

Please input your name.
Please input your email address.
Please let us know your message.
Anti-Spam
Invalid Input - try again

Contact Details

Our Address:
Burren Capital Advisors Limited
2nd Floor
Leisure Island Business Centre
Ocean Village
Gibraltar
Our Phone:
+350 2006 8880
Our Email:
info@burrencap.com