Clariant and Huntsman US$20bn merger collapses
27 Oct 2017 --- Clariant and Huntsman Corporation have mutually terminated their proposed merger of equals following investment from activists who oppose the deal between the Swiss chemicals company and US multinational manufacturer. The execution of the merger is at risk because of the increased uncertainty of securing a two-thirds majority by Clariant shareholders – and calling off the merger is in the best interest of both companies.
Activist investor White Tale Holdings has been buying up Clariant shares, understood to have built up around a 20% stake in Clariant.
The decision to abandon the merger was unanimously approved by the Boards of Directors of Clariant and Huntsman.
In a joint statement, Peter R. Huntsman, President and CEO of Huntsman, and Hariolf Kottmann, CEO of Clariant, stated: “We remain convinced that the proposed merger of equals as agreed to on May 21, 2017, would have been in the long-term best interests of all of our shareholders.
“However, given the continued accumulation of Clariant shares by activist investor White Tale Holdings and its opposition to the transaction, which is 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 jointly decided to terminate the merger agreement.”
“This will allow both companies to focus again fully on their respective stand-alone strategies in the best interests of the companies and their shareholders, associates, and other stakeholders. We 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.”
The Termination Agreement foresees no payment of a break fee on either side. Clariant, therefore, avoids paying both the US$ 210m deal breakage fee and the US$ 60m EGM non-approval fee as foreseen in the Merger Agreement.
Following a thorough analysis of all strategic alternatives, Clariant's Board of Directors and Executive Committee unanimously considered the merger with Huntsman to be the best available option to further develop the company and increase the long-term value for all stakeholders.
This view has been and is shared by the vast majority of company shareholders.
Rudolf Wehrli, Chairman of the 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.”
Clariant's CEO Hariolf Kottmann: “While White Tale's position on the merger has been different from ours, we share a common interest in increasing Clariant's value. We are committed to achieving this through a continuation of our existing and successful long-term growth strategy. That said, we will continue our dialogue with all our stakeholders.”
