International. Clariant and Huntsman Corporation jointly announced that they had mutually terminated their peer merger proposal. The decision was unanimously approved by the Clariant and Huntsman Boards of Directors.
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 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 his opposition to the transaction, which now has the backing of other shareholders, we believe 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 view 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 independent strategies in the best interests of the companies and their shareholders, associates and other stakeholders. We maintain great mutual respect and want to recognize and express our mutual and deep appreciation for the efforts and incredible commitment demonstrated by each company's associates over the past few months."
The termination agreement does not provide for the payment of a fine on either party. Clariant, therefore, avoids paying both the $210 million fine and the $60 million 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 that the merger with Huntsman is the best option available to further develop the company and increase long-term value for all stakeholders. This vision has been and is shared by the vast majority of Clariant's shareholders.
"We regret the missed opportunity for value creation and thank our shareholders for their support," said Rudolf Wehrli, Chairman of Clariant's Board of Directors. "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 leading specialty chemicals company globally."
"While White Tale's position on the merger has been different from ours, we share a common interest in increasing Clariant's value," Kottmann added. "We are committed to achieving this by continuing our existing and successful long-term growth strategy. That said, we will continue our dialogue with all our stakeholders."
