Tronox confirms judge's initial decision regarding divesting TiO2 complex as part of pending Cristal acquisition

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Tronox confirms judge's initial decision regarding divesting TiO2 complex as part of pending Cristal acquisition

December 14, 2018 - 10:54
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STAMFORD, CT, Dec. 10, 2018 (PRNewswire) -Tronox Limited (“Tronox” or the “Company”), a global mining and inorganic chemicals company, today confirmed receipt of an Initial Decision by the Federal Trade Commission’s chief administrative law judge (ALJ) that the proposed acquisition of the titanium dioxide (TiO2) business of The National Titanium Dioxide Company Limited (Cristal) may substantially lessen competition for the sale of chloride-based TiO2 in North America. Tronox, Cristal and INEOS Enterprises A.G. (INEOS) will continue to work with FTC staff to advocate for the proposed remedy transaction of divesting the two-plant Ashtabula TiO2 complex to INEOS. The companies will be allowed to engage directly with the FTC Commissioners, if necessary. Pursuant to Part 3 of the FTC’s rules and regulations, the parties have not yet been able to present the proposed remedy transaction directly to the FTC Commissioners.

“Although Tronox is disappointed by the ALJ’s decision, we continue to believe this output-enhancing combination will benefit TiO2 consumers in the U.S. and around the world. We look forward to working with the FTC staff on the proposed remedy, and we appreciate that we are now able, if necessary, to request approval of the remedy from the FTC Commissioners,” said Jeffry N. Quinn, president and chief executive officer of Tronox. “As the owner of Ashtabula, INEOS would be a strong competitor with the expertise to increase output and efficiency, bringing a new energy to the TiO2 industry in a way that would benefit consumers.”

Under the Company’s proposed remedy, the Ashtabula complex and all of its associated assets âresearch and development, sales, intellectual property and operations expertise â would be divested to INEOS and held separate during an interim period while the proposed divestiture is pending. Tronox and Cristal’s North American TiO2 production assets would continue to be operated by two different companies, meaning there would be no increase in industry concentration. This would eliminate the risks of anticompetitive effects alleged in the FTC’s original complaint that initiated the Part 3 proceeding. The proposed remedy transaction would preserve the rest of Tronox’s global acquisition of Cristal, enabling Tronox to increase global manufacturing output and efficiency from Cristal’s non-North American manufacturing assets, while entirely divesting Cristal’s North American business to a new market entrant.

Regulators in eight non-U.S. jurisdictions, including the European Union, have approved Tronox’s proposed acquisition of Cristal.

Quinn added, “While we advocate for the proposed remedial divestiture, we will move forward with our previously announced initiatives to enhance shareholder value: redomiciling to the United Kingdom to facilitate share repurchases and executing on our agreement to purchase Exxaro’s ownership interest in our South African operations. We will also continue to demonstrate, in our operations and financial performance, the significant benefits of our vertical integration, the differentiator that gives Tronox’s portfolio of pigment, feedstocks and co-products strength, despite market fluctuation.”

About Tronox

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.

About Cristal

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.


INEOS Enterprises is comprised of a portfolio of businesses manufacturing and distributing chemical products from its facilities and offices in Europe, USA, Canada, and Asia with global sales of more than €1bn. INEOS Enterprises is focused on meeting the developing needs of its customers and rapid growth both through acquisition and through investment in new manufacturing facilities/products.