HuntsmanClariant merger on track
(Thomson Reuters ONE) -
Clariant AG /
HuntsmanClariant merger on track
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The issuer is solely responsible for the content of this announcement.
* High confidence in meeting synergy target in excess of $400 million and
$25 million tax saving target
* Additional organic sales revenues of around 2% p.a. at approx. 20%
EBITDA margin identified
* Highly complementary product portfolios creating production set-up and
supply chain benefit opportunities in specific overlapping businesses
* Stronger balance sheet and more capital for organic growth, value
creating add-on acquisitions and capital return
* Venator standalone debt financing of $750 million secured; IPO roadshow
underway
Muttenz, July 27, 2017 - Clariant (SIX: CLN) and Huntsman Corporation (NYSE:
HUN) today presented a first update on the planned merger of equals to keep
their shareholders informed. The preparations to create HuntsmanClariant, a
leading global specialty chemicals company, are showing continued strong
progress and are proceeding as planned with an unchanged closing targeted for
December 2017 / January 2018.
Clariant and Huntsman have agreed on a joint strategic direction for near- and
long-term value creation based on continued focus on higher growth and higher
margin businesses, expansion of existing strong downstream presence, reaping
benefits of complementary product portfolios and breadth of reach to deliver an
additional organic sales revenue growth of around 2% p.a. at approx. 20% EBITDA
margin and delivering synergies in excess of $400m as well as the $25m tax
savings.
The merger brings together two strong specialty chemicals businesses with
similar EBITDA margins at 17.2% (including synergies). It will reap
complementarity benefits between Performance Products, Care Chemicals and
Natural Resources, which represent approx. 35% of HuntsmanClariant combined
sales and hold a comprehensive surfactants portfolio in high-end niche markets
globally. It will have meaningful opportunities for growth including cross-
selling potential and new product applications. The complementary assets and
geographic fit provide significant commercial opportunities and more global
reach within established routes to market. Furthermore, HuntsmanClariant will
take advantage of its broad asset base while continuing to move downstream into
specialties and more differentiated applications. As a result of these
complementary product portfolios and structures, additional organic sales
revenues of around 2% p.a. at approx. 20% EBITDA margin have been identified.
HuntsmanClariant's position as a leading global specialty chemicals company will
further benefit from complementary R&D and technological expertise as well as
shared knowledge in sustainability and cross-fertilization in innovation and
technology capabilities.
The portfolio management principles and capital allocation plans of the new
company are fully aligned. There is a clear joint understanding of the combined
company's future core segments and the direct majority of investments will be
directed to growth areas and growth regions. The current downstream presence
will be expanded by targeting formulation- and application-based segment niches
as well as high-end composites, bespoke polyurethane (PU) systems, and costumer
oriented and co-developed products. The existing presence in the adaptive
chemical methylene diphenyl diisocyanate (MDI) and in chemical building blocks
such as ethylene oxide (EO) and propylene oxide (PO) is to be further advanced
in downstream urethane systems as well as downstream applications such as
surfactants. The portfolio will be simplified. Complexity will be reduced while
utilizing significant strategic flexibility to consider value creating add-on
acquisitions and divestments. Plastics & Coatings and Textile Effects will be
managed for cash and turnaround while all other businesses will be managed for
growth and margins.
The project team is progressing very well in terms of joint synergy
implementation and has high confidence in meeting the synergy target in excess
of $400m as well as the $25m tax saving target. Key regulatory filings are
submitted, including in the US, EU and China. No regulatory roadblocks are
expected to closing the deal. A preliminary CFIUS filing has also been
submitted.
The joint senior management team is committed to making HuntsmanClariant a
success from day 1. It is a unique opportunity to combine the best of two
cultures - Huntsman's entrepreneurship and efficiency and Clariant's innovation
and business excellence. Both CEOs and executive teams are fully involved in
post-merger integration planning and the great working spirit confirms the
cultural fit between both organizations.
All in all, the merger will create value for all stakeholders via a stronger
balance sheet, higher cash flow, increased stakeholder returns and lower
financing costs and will allocate capital for organic growth and value creating
portfolio management.
Update on Venator IPO
The Venator standalone debt financing of $750 million is secured. The IPO
roadshow is now underway. It will provide significant de-leveraging of
HuntsmanClariant balance sheet.
Clariant and Huntsman will communicate regular updates on the merger preparation
until closing.
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 and information relating to the proposed initial public offering of
ordinary shares of Venator Materials PLC. 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 initial public offering of ordinary shares by
Venator Materials PLC or 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 Anja Pomrehn
Phone +41 61 469 63 63 Phone +41 61 469 63 73
jochen.dubiel(at)clariant.com anja.pomrehn(at)clariant.com
Thijs Bouwens Maria Ivek
Phone +41 61 469 63 63 Phone +41 61 469 63 73
thijs.bouwens(at)clariant.com maria.ivek(at)clariant.com
Follow us on Twitter, Facebook, Google Plus, LinkedIn.
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.
First Merger Update - Presentation:
http://hugin.info/100166/R/2123374/809884.pdf
First Merger Update - Press Release:
http://hugin.info/100166/R/2123374/809927.pdf
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Clariant AG via GlobeNewswire
Unternehmensinformation / Kurzprofil:
Datum: 27.07.2017 - 07:00 Uhr
Sprache: Deutsch
News-ID 554096
Anzahl Zeichen: 14997
contact information:
Town:
Muttenz 1
Kategorie:
Business News
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