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Clariant's Board of Directors
reconfirms its decision that the planned merger is the best value
creating option for all stakeholders and will, therefore, not
deviate from the binding agreement
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White Tale's open letter does
not contain any additions to claims previously made; in particular
no tangible alternative of superior value creation is
presented
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Since announcement the vast
majority of Clariant's shareholders have expressed their support
for the deal
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Clariant will continue the
constructive dialogue with all its shareholders
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Muttenz, September 19, 2017 - Clariant, a world
leader in specialty chemicals, confirms that
its Board has received a letter from White Tale Holdings, the
Cayman Island-based vehicle created by hedge funds Corvex and 40
North. According to the letter, White Tale has increased its stake
in Clariant above 15 percent. In addition, White Tale has
stated that it maintains its opposition to the merger of equals
between Huntsman and Clariant.
Clariant does not agree with the statements made
by White Tale in their open letter. To the contrary we are
convinced that:
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The proposed merger is a
continuation of Clariant's strategy of becoming a world leader in
specialty chemicals.
The merger creates one of the largest global specialty chemicals
groups, with an attractive, balanced and resilient portfolio across
diverse industry segments and geographies, benefitting from a
strong growth outlook and substantial exposure to attractive
markets. Through proactive and consistent portfolio management,
Huntsman's portfolio has evolved and is evolving into a primarily
specialty chemicals businesses and is, therefore, an excellent
match for Clariant.
-
The terms of the proposed
merger do not undervalue Clariant's shares.
The exchange ratio has been agreed on the basis of the respective
share prices prevailing at the time of the announcement, reflecting
the historic equity value proportion and is in line with a
similarly strong track record of total shareholder return of both
companies over the last years. In addition, the fairness, from a
financial point of view, to Clariant, of the exchange ratio was
confirmed with the assistance of Clariant's financial
advisors.
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The proposed merger offers
substantial value creation to both sets of
shareholders.
On top of the ambitious business plans of both companies over
USD 3.5 billion of value will be created through cost
synergies in excess of USD 400 million p.a. In addition to
these cost synergies, tax synergies of USD 25 million and
approximately USD 250 million additional organic revenues at
approximately 20 percent EBITDA margin will be realized thanks to
the complementary product portfolios. More so, significant further
future potential will result from strengthening common R&D
platforms and projects. This substantial value creation is
unmatched by any other viable alternative.
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Selling Plastics & Coatings
today does not create value.
Whilst Clariant's Plastics & Coatings Business Area has been
earmarked for portfolio management since 2015, selling Plastic
& Coatings as Clariant today would be value destructive in view
of its significant cash contribution and cost coverage. Post
consummation of the merger, the new company HuntsmanClariant will
clearly have and use the greater flexibility of the enlarged Group
to keep adjusting its portfolio to maximize value for its
shareholders and build a leading specialty chemicals
company.
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Clariant has a strong record in
cost management.
Clariant has established a
competitive cost structure in line with its peers despite
significant R&D spend which forms the foundation for
sustainable future growth. Any further cost cutting exercise will
impair the company's ability to compete in the future. USD 300
million of stand-alone cost improvement as alleged by White Tale
are neither sustainable nor in line with observed peer
benchmarks.
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In a merger of equals there is
no ceding of operational control.
The new company will be jointly led by both management teams under
Swiss Corporate Governance, domiciled and headquartered in
Switzerland. Hariolf Kottmann will become Chairman, Peter Huntsman
will become CEO and Patrick Jany will become CFO of the new
company. They will work together to deliver on their joint
strategic vision for the merged company.
The Board of Directors of Clariant after carefully and diligently
considering various strategic options during the last years remains
deeply convinced that this combination in the form agreed in May
2017 is a perfect transaction at the right time to create
substantial immediate and long-term shareholder value. It will
accelerate the companies' respective paths towards creating a
global specialty chemicals leader.
Clariant and Huntsman will continue to progress in
defining the new company and will release a further merger update
in the coming weeks.
Disclaimer
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. Clariant Ltd ("Clariant") and Huntsman Corporation
("Huntsman") have 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 anticipated
benefits of the contemplated transaction, including future
financial and operating results and expected synergies and cost
savings related to the contemplated transaction, the plans,
objectives, expectations and intentions of Clariant, Huntsman or
the combined company, the expected timing of the completion of the
contemplated transaction. Such statements are based on the current
expectations of the management of Clariant or Huntsman, as
applicable, 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 Clariant nor Huntsman, nor any
of their respective 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: uncertainties as to the timing of the contemplated
transaction; uncertainties as to the approval of Huntsman's
stockholders and Clariant's shareholders required in connection
with the contemplated transaction; the possibility that a competing
proposal will be made; the possibility that the closing conditions
to the contemplated transaction may not be satisfied or waived,
including that a governmental entity may prohibit, delay or refuse
to grant a necessary regulatory approval; the effects of disruption
caused by the announcement of the contemplated transaction 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 may affect the timing or occurrence of the contemplated
transaction or result in significant costs of defense,
indemnification and liability; ability to refinance existing
indebtedness of Clariant or Huntsman in connection with the
contemplated transaction; 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, including with respect to the
financing activities related to the contemplated transaction; 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 neither
Clariant nor Huntsman undertakes any 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.
Important Additional Information and Where to Find
It
NO OFFER OR SOLICITATION
This communication is not intended to and does not
constitute an offer to sell or the solicitation of an offer to
subscribe for or buy or an invitation to purchase or subscribe for
any securities or the solicitation of any vote or approval in any
jurisdiction, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
No offer of securities will be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED
WITH THE SEC
In connection with the contemplated transaction,
Clariant intends to file a registration statement on Form F-4 with
the SEC that will include the Proxy Statement/Prospectus of
Huntsman. The Proxy Statement/Prospectus will also be sent or given
to Huntsman stockholders and will contain important information
about the contemplated transaction. INVESTORS AND SHAREHOLDERS ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT
DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT CLARIANT, HUNTSMAN, THE CONTEMPLATED TRANSACTION AND RELATED
MATTERS. Investors and shareholders will be able to obtain free
copies of the Proxy Statement/Prospectus (when available) and other
documents filed with the SEC by Clariant and Huntsman through the
website maintained by the SEC at www.sec.gov.
PARTICIPANTS IN THE SOLICITATION
Huntsman and its directors and executive officers
may be deemed to be participants in the solicitation of proxies
from Huntsman investors and shareholders in connection with the
contemplated transaction. Information about Huntsman's directors
and executive officers is set forth in its proxy statement for its
2017 Annual Meeting of Stockholders and its annual report on Form
10-K for the fiscal year ended December 31, 2016. These documents
may be obtained for free at the SEC's website at www.sec.gov.
Additional information regarding the interests of participants in
the solicitation of proxies in connection with the contemplated
transactions will be included in the Proxy Statement/ Prospectus
that Huntsman intends to file with the SEC.
Corporate Media Relations
|
Investor Relations
|
Jochen Dubiel
Phone +41 61 469 63 63
jochen.dubiel@clariant.com |
Anja Pomrehn
Phone +41 61 469 63 73
anja.pomrehn@clariant.com |
Claudia Kamensky
Phone +41 61 469 63 63
claudia.kamensky@clariant.com |
Maria Ivek
Phone +41 61 469 63 73
maria.ivek@clariant.com |
Thijs
Bouwens
Phone +41 61 469 63 63
thijs.bouwens@clariant.com |
|
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www.clariant.com
Clariant is a globally leading specialty chemicals
company, based in Muttenz near Basel/Switzerland. On 31 December
2016 the company employed a total workforce of 17 442. In the
financial year 2016, Clariant recorded sales of CHF 5.847 billion
for its continuing businesses. The company reports in four business
areas: Care Chemicals, Catalysis, Natural Resources, and Plastics
& Coatings. Clariant's corporate strategy is based on five
pillars: focus on innovation through R&D, add value with
sustainability, reposition portfolio, intensify growth, and
increase profitability.
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