Posted October 30, 2017
THE WOODLANDS, Texas – Huntsman Corporation and Clariant 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," they added.
No fees are currently payable under the terms of the Termination Agreement.
"We viewed this merger of equals as an opportunity to accelerate our downstream growth and for two great companies to become even better together,” Huntsman said. “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.”
Those four objectives, he said, include:
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Continued focus on growth and expanding margins in its differentiated and specialty businesses through both organic growth and appropriate bolt-on acquisitions;
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Consistent strong annual free cash flow and deleveraging, reaching investment grade metrics beginning in 2018;
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Monetization of the remaining Venator shares, further strengthening the balance sheet; and
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Upon achieving investment grade metrics, return of additional value to shareholders.
"Our future has never looked brighter,” Huntsman added. “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."
Said Rudolf Wehrli, chairman of Clariant’s 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."
Sources: Huntsman and Clariant
Huntsman, Clariant mutually agree to terminate planned merger
