THE WOODLANDS, Texas,
Oct. 27, 2017 /PRNewswire/
-- Huntsman Corporation (NYSE: HUN) and Clariant (SIX: CLN)
today jointly announced that they have terminated their proposed
merger of equals by mutual agreement. The decision was unanimously
approved by the Boards of Directors of Huntsman and Clariant.
In a joint statement, Peter R.
Huntsman, President and CEO of Huntsman, and Hariolf
Kottmann, CEO of Clariant, stated:
"While we remain convinced that the proposed merger of equals
as agreed to on May 21, 2017, is in
the long term best interests of all of our shareholders, given the
continued accumulation of shares by activist investor White Tale
Holdings and their opposition to the transaction, 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 decided jointly to terminate
the merger agreement, stop the substantial expenditure of funds
associated with integration planning, and proceed along our
independent paths in the best interests of both companies and their
shareholders, associates, and other stakeholders. We, of course,
remain competitors but 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."
No fees are currently payable under the terms of the Termination
Agreement.
Peter Huntsman further
commented:
"We viewed this merger of equals as an opportunity to
accelerate our downstream growth and for two great companies to
become even better together. However, it is not the
only option for Huntsman to create real and lasting value. Going
forward, we will continue to create shareholder value by delivering
on four objectives:
- Continued focus on growth and expanding margins in our
differentiated and specialty businesses through both organic growth
and appropriate bolt-on acquisitions;
- Consistent strong annual free cash flow and deleveraging,
reaching investment grade metrics beginning in 2018;
- Monetization of the remaining Venator shares, further
strengthening the balance sheet; and
- Upon achieving investment grade metrics, return of
additional value to shareholders.
"Our future has never looked brighter. The Company's
balance sheet is stronger than it has ever been and will strengthen
further as we continue to generate strong cash flow from our
operations and monetize our Venator equity. We also
look forward to wide scale improvement this year over the previous
in earnings, growth and margin expansion."
About Huntsman:
Huntsman Corporation is a publicly
traded global manufacturer and marketer of differentiated and
specialty chemicals with 2016 revenues of more than $7 billion. Our chemical products number in
the thousands and are sold worldwide to manufacturers serving a
broad and diverse range of consumer and industrial end markets. We
operate more than 75 manufacturing, R&D and operations
facilities in over 30 countries and employ approximately 10,000
associates within our four distinct business divisions. For more
information about Huntsman, please visit the company's website
at www.huntsman.com.
Social Media:
Twitter:
twitter.com/Huntsman_Corp
Facebook: www.facebook.com/huntsmancorp
LinkedIn:
www.linkedin.com/company/huntsman
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. Huntsman Corporation ("Huntsman") has
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 mutual termination of the merger
of equals transaction and the independent prospects of each
company. Such statements are based on the current expectations of
the management of Huntsman, 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 Huntsman, nor
any of its 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: the effects of disruption caused
by the announcement of and termination of the contemplated
transaction and its termination 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 and its termination
may result in significant costs of defense, indemnification and
liability; 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; 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 Huntsman undertakes no 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.
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SOURCE Huntsman Corporation