STAMFORD, CT , July 16, 2018 (PRNewswire) -Tronox Limited (“Tronox” or the “Company”), a global mining and inorganic chemicals company, today announced it has submitted to the European Commission definitive agreements with Venator Materials PLC (“Venator”) to divest its 8120 paper-laminate product grade currently supplied to European customers from Tronox’s Botlek facility in the Netherlands. Divesture of this product grade is the condition set forth in the conditional approval granted to Tronox by the European Commission on July 4, 2018, with respect to Tronox’s proposed acquisition of the titanium dioxide (“TiO2“) business of The National Titanium Dioxide Company Limited (“Cristal”), a privately held global chemical and mining company headquartered in Jeddah, Saudi Arabia. If the European Commission approves the definitive agreement, the European Commission’s approval of the Cristal transaction will be final.
In addition, Tronox entered into a binding Memorandum of Understanding (“MOU”) with Venator providing for the negotiation of a definitive agreement to sell Cristal’s Ashtabula, Ohio, two-plant TiO2 production complex to Venator if a divestiture of Ashtabula is required to consummate the Cristal acquisition. The MOU grants Venator exclusivity for a period of 75 days to negotiate a definitive agreement for the sale of the Ashtabula complex, while Tronox continues to vigorously defend the merits of the transaction in a preliminary injunction hearing in U.S. District Court. Basic terms of the MOU contemplate that the definitive agreements will include:
- If the U.S. District Court issues a preliminary injunction to prevent the Cristal acquisition, Tronox has the right to require Venator to purchase Ashtabula for $1.1 billion.
- If Tronox does not exercise its right promptly after an adverse ruling by the U.S. District Court and continues to pursue the Part 3 proceeding in front of the FTC’s Administrative Law Judge, Tronox has the right to require Venator to purchase Ashtabula for $900 million after the FTC Part 3 process has concluded.
- If Tronox fails to exercise its right to require Venator to purchase Ashtabula, Venator may require Tronox to divest Ashtabula to Venator for $900 million.
Tronox has agreed to pay Venator a $75 million break fee if Tronox is able to consummate the Cristal transaction without divesting Ashtabula to Venator and the paper-laminate grade divestiture is completed to obtain final European Commission approval. The divestiture of Ashtabula would be subject to customary conditions, including regulatory approvals.
On July 10, 2018, the FTC filed a complaint against Tronox with the U.S. District Court in the District of Columbia alleging that Tronox’s pending acquisition of the TiO2 business of Cristal would violate antitrust laws by significantly reducing competition in the North American market for chloride-process TiO2. Tronox believes the FTC’s allegations are substantively wrong, and the lawsuit is the latest in a series of unprecedented procedural tactics employed by the FTC in an attempt to prevent the Company from completing the acquisition of Cristal within a reasonable timeframe.
“The Memorandum of Understanding with Venator enables Tronox to vigorously defend the merits of the Cristal transaction in U.S. District Court, while ensuring we are prepared to move swiftly with a remedy transaction at a reasonable valuation if the Ashtabula divestiture is required,” said Jeffry N. Quinn, president and chief executive officer of Tronox. “We believe the Venator MOU, together with the filing of the 8120 divestiture agreements with the European Commission, demonstrates our commitment to completing the Cristal transaction and preserving shareholder value.”
Quinn added, “Tronox welcomes the opportunity to demonstrate in District Court, as it did in the recent Part 3 Hearing before the FTC’s Administrative Law Judge, how the pro-competitive, output-enhancing combination will benefit customers throughout North America and around the world.”
Tronox Limited is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper and other everyday products.
Cristal (also known as The National Titanium Dioxide Company Limited) operates eight manufacturing plants in seven countries on five continents and employs approximately 4,100 people worldwide. Cristal is owned 79 percent by Tasnee (a listed Saudi joint-stock company) and 20 percent by Gulf Investment Corporation (GIC), a company equally owned by the six states of the Gulf Cooperation Council (GCC), headquartered in Kuwait. One percent of the company is owned by Dr. Talal A. Al-Shair, who also serves as vice chairman, Tasnee and chairman of Cristal.