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Execution of merger at risk due
to increased uncertainty of securing two-thirds majority by
Clariant shareholders
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Termination in the best
interest of all stakeholders
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Clariant will continue to focus
on its successful strategy to further
strengthen its market position
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Muttenz, October 27, 2017 - Clariant (SIX: CLN)
and Huntsman Corporation (NYSE: HUN) today jointly announced that
they have mutually terminated their proposed merger of equals. The
decision was unanimously approved by the Boards of Directors of
Clariant and Huntsman.
In a joint statement, Peter R. Huntsman, President
and CEO of Huntsman, and Hariolf Kottmann, CEO of Clariant, stated:
"We remain convinced that the proposed merger of equals as agreed
to on May 21, 2017, would have been in the long-term best interests
of all of our shareholders. However, given the continued
accumulation of Clariant shares by activist investor White Tale
Holdings and its opposition to the transaction, which is now
supported by some other shareholders, we believe that there is
simply too much uncertainty as to whether Clariant will be able to
secure the two-thirds shareholder approval that is required to
approve the transaction under Swiss law. Under these circumstances
and in light of the high level of disruption and uncertainty that
has been created for both companies, we have jointly decided to
terminate the merger agreement. This will allow both companies to
focus again fully on their respective stand-alone strategies in the
best interests of the companies and their shareholders, associates,
and other stakeholders. We maintain a great respect for one
another, and we want to recognize and express our mutual and deep
appreciation for the efforts and incredible commitment demonstrated
by the associates of each company over the past several
months."
The Termination Agreement foresees no payment of a
break fee on either side. Clariant, therefore, avoids paying both
the USD 210m deal breakage fee and the USD 60m EGM non-approval fee
as foreseen in the Merger Agreement.
Following a thorough analysis of all strategic
alternatives, Clariant's Board of Directors and Executive Committee
unanimously considered the merger with Huntsman to be the best
available option to further develop the company and increase the
long-term value for all stakeholders. This view has been and is
shared by the vast majority of our shareholders. Rudolf Wehrli,
Chairman of the Board of Directors: "We regret the missed
opportunity for value creation and thank our shareholders for their
support. The Board of Directors, our Chief Executive Officer and
our Executive Committee will now focus on our proven strategy to
further strengthen the company's market position as a globally
leading specialty chemicals company."
Clariant's CEO Hariolf Kottmann: "While White
Tale's position on the merger has been different from ours, we
share a common interest in increasing Clariant's value. We are
committed to achieving this through a continuation of our existing
and successful long-term growth strategy. That said, we will
continue our dialogue with all our stakeholders."
While the merger would have enabled Clariant to
speed up its strategy, the company has the utmost confidence in
continuing its own path towards the goal of reaching a position in
the top tier of the specialty chemicals industry. The success of
its strategy is evidenced by a positive track record of increased
profitability and enterprise value, a stronger portfolio which
continues to grow, and leadership positions in innovation and
sustainability. These elements will continue to be the foundation
of Clariant's profitable growth, cash flow generation and value
creation.
DIAL-IN MEDIA CONFERENCE CALL
|
DIAL-IN ANALYST CONFERENCE CALL
|
DATE: Friday, October 27, 2017
TIME: 7.30 am - 8:00 am CEST |
DATE: Friday, October 27, 2017
TIME: 11.00 am CEST / 10.00 BST / 5.00 am EDT
/ 2.00 am PDT |
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Standard International Dial-In Number:
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Corporate Media Relations |
Investor Relations |
Jochen Dubiel
Phone +41 61 469 63 63
jochen.dubiel@clariant.com |
Anja Pomrehn
Phone +41 61 469 6745
anja.pomrehn@clariant.com |
Claudia Kamensky
Phone +41 61 469 63 63
claudia.kamensky@clariant.com |
Maria Ivek
Phone +41 61 469 63 73
maria.ivek@clariant.com |
Thijs Bouwens
Phone +41 61 469 63 63
Thijs.bouwens@clariant.com
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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.
Press Release english