Specialty chemicals companies Clariant and Huntsman Corp. mutually agreed to abandon plans to merge due to a lack of support from the formers largest shareholder, White Tale Holdings, the companies announced Friday. Clariant will not pay the $210 million breakage fee or the $60 million extraordinary general meeting non-approval fee per the termination agreement.
Despite a joint statement declaring the merger would be in the best interest of both companies long-term, the board of directors for both companies unanimously approved the decision. Neither group believed Clariant would be able to secure the two-thirds majority shareholder approval required by Swiss Law.
Since the merger announcement in May of this year, activist shareholder White Tale Holdings has been accumulating Clariant shares and now owns over 20 percent of Clariant shares.
In September, White Tale published an open letter claiming the merger showed questionable logic and had no strategic merit. The group, which is jointly held by Corvex and 40 North, also claimed selling Clariants plastics and coatings business would be more consistent with the companys overall goal of becoming a pure-play specialty chemicals company while providing almost the same profits.
We remain convinced, and increasingly so, that the proposed merger is detrimental to Clariant shareholders. It both significantly destroys existing Clariant shareholder value and prevents Clariant from pursing multiple alternative and immediate opportunities to unlock value for its shareholders, the letter asserted.
Huntsman refuted White Tales claims in separate responses. Huntsmans President and CEO Peter Huntsman called the letter a transparent and self-serving attempt to derail our strategic merger of equals with Clariant.
He also discussed the fact that in 2013 Corvex purchased stock in the company and requested Huntsman divest in its pigments business. Instead of capitulating to Corvexs threats, Huntsman invested in the business to create the option it recently exercised – the IPO of Venator with a market valuation of approximately $3 billion, a delivery of $1.5 billion in incremental value to shareholders, Huntsman noted.
Clariants statement, though more delicate, also firmly denied the shareholders claims. 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, the company noted its response.
The statement also refuted claims that Clariant was undervalued, by asserting the exchange ratio was based on the respective share prices at the time of the announcement. The fairness, from a financial point of view, to Clariant, of the exchange ratio was confirmed with the assistance of Clariants financial advisors.
Given White Tales opposition to the transaction and its shareholder position in Clariant, the Swiss company and Woodlands, Texas-based Huntsman believe that there is simply too much uncertainty as to whether Clariant will be able to secure the two-thirds shareholder approvals, said the companies in a joint statement. Neither company responded to requests for comment.
Clariant, however, announced Monday it is in talks with White Tale about future, long-term plans for the company, including board seats for White Tale, which the shareholder requested in its September letter. Requests will be discussed at the companys next board meeting in accordance with Swiss laws. Management has offered to White Tale its readiness to present its existing growth strategy, listen to White Tale’s plans and discuss appropriate concrete ways forward, Clariant said in a press release.