Entry into a Material Definitive Agreement.
On March 13, 2018, Huntsman International LLC (the Company) entered into a Share Purchase Agreement (the Agreement) with Lux Insulation Management S.à r.l. & Partners S.C.A. and Lux Insulation Management S.à r.l. (collectively, the Sellers), pursuant to which the Company will acquire Demilec (USA), Inc. and Demilec Inc. through the acquisition of all of the issued and outstanding equity interests of Lux Insulation Operations Holdings S.C.A. (the Target), for a purchase price of $350 million in cash, subject to certain purchase price adjustments (the Transaction).
The Agreement contains customary representations, warranties, and covenants, including covenants by the Sellers to conduct the Targets business in the ordinary course during the time between the execution of the Agreement and the closing of the Transaction. In connection with the Transaction, the Company also obtained customary representation and warranty insurance, which provides coverage for certain breaches of representations and warranties of the Sellers and the Target contained in the Agreement, subject to exclusions, deductibles, and other terms and conditions.
The Transaction is expected to close by the end of the second quarter of 2018. The Transaction is subject to the satisfaction or waiver of customary closing conditions, including, among others: (i) clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and approval under the Canadian Competition Act, (ii) the absence of any change that is materially adverse to the condition (financial or otherwise), business or results of operations of the Target and its subsidiaries, and (iii) subject to certain materiality exceptions, the accuracy of the representations and warranties made by the parties in the Agreement. The Agreement also contains certain customary termination rights for each of the Company and the Sellers.
The foregoing description of the terms of the Agreement is qualified in its entirety by reference to such Agreement, which is filed herewith as Exhibit 2.1 and incorporated herein by reference.
The Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Agreement were made only for purposes of the Agreement and as of specific dates, were solely for the benefit of the parties to the Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by disclosure schedules containing information that modifies, qualifies or creates exceptions to such representations and warranties. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.