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Clariant and Huntsman to combine in merger of equals.

Clariant and Huntsman Corporation announced that their Boards of Directors unanimously approved a definitive agreement to combine in a merger of equals through an all-stock transaction.

The merged company will be named HuntsmanClariant. On a pro forma 2016 basis, the combination of both companies will create a global specialty chemical company with sales of approximately $13.2 billion, an adjusted EBITDA of $2.3 billion and a combined enterprise value of approximately $20 billion at announcement.

Transaction highlights include:

* All-stock merger of equals transaction.

* Clariant shareholders: 52%, Huntsman shareholders: 48%.

* Huntsman shareholders receive 1.2196 shares in HuntsmanClariant for each Huntsman share (each existing Clariant share will remain outstanding as a share in HuntsmanClariant).

* Board of Directors with equal representation from Clariant and Huntsman.

* Global headquarters in Pratteln, Switzerland, operational headquarters in The Woodlands, TX.

The new company will accelerate value creation for shareholders through a more robust combination of technology, products and talent. The combined company expects to realize more than $3.5 billion of value creation from approximately $400 million in annual cost synergies. The full synergy run-rate will be achieved within two years of closing. These synergies will be realized by reducing operational costs and improving procurement.

The combined company, incorporated in Switzerland, will be governed by a Board of Directors with equal representation from Clariant and Huntsman and will follow Swiss Corporate Governance standards.

Hariolf Kottmann, CEO of Clariant, will become chairman of the Board of HuntsmanClariant. Peter R. Huntsman, president and CEO of Huntsman, will become CEO of HuntsmanClariant. Jon Huntsman, founder and chairman of Huntsman, shall become chairman emeritus and board member of HuntsmanClariant.

The transaction is targeted to close by year end 2017, subject to Clariant and Huntsman shareholder approvals, regulatory approvals and other customary closing conditions. Clariant and Huntsman are confident that the required regulatory approvals can be obtained in a timely manner.

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Title Annotation:industry news
Publication:Ink World
Date:Jul 1, 2017
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