Tronox acquires Cristal’s titanium dioxide business
Tronox Limited has reached a definitive agreement to acquire the TiO2 business of Cristal, a privately held global chemical and mining company, for EUR1.583 billion of cash and Class A ordinary shares representing 24 percent ownership in pro forma Tronox.
Concurrently with this announcement, the company announced its intent to begin a process to sell its Alkali business. The cash portion of the purchase consideration is expected to be funded through proceeds from the sale of assets, including the sale of Alkali and selected other non-core assets if appropriate, and cash on hand.
Creating the world's largest TiO2 producer
The combination of the TiO2 businesses of Tronox and Cristal creates the world's largest and most highly integrated TiO2 pigment producer with assets and operations on six continents. The combined company will operate 11 TiO2 pigment plants in eight countries with a total capacity of 1.3 million metric tons per annum and will have titanium feedstock operations in three countries with a total capacity of 1.5 million metric tons per annum.
Synergistic combination of the businesses
“We are pleased to announce the highly synergistic combination of the TiO2 businesses of Tronox and Cristal that will bring significant value to our shareholders, our customers and our employees,” said Tom Casey, Tronox Chairman and CEO. “Because we don't expect to take on new debt, we project a 50 percent reduction in our net leverage ratio. EPS accretion of more than 100 percent is expected in year one and we believe that between 2018 to 2021 our projected pro forma EPS, EBITDA and free cash flow growth rates will improve by approximately 70 percent, 30 percent and 60 percent, respectively, versus Tronox standalone. We believe this combination presents an extraordinary opportunity to build a global leader that will offer the best results to customers, shareholders, creditors and employees.”
Long-term success in the industry
Tasnee CEO Mutlaq Al-Morished commented, “This transaction enables Cristal and Tronox to position the combined businesses for long-term success in the TiO2 industry. This also allows Tasnee to focus on its petrochemical assets, downstream business and other strategic business development opportunities, while substantially deleveraging its balance sheet.”
“This agreement will create the most diverse manufacturing platform of any titanium dioxide company. The resulting global network and synergies arising from consolidation of businesses will allow us to better meet customer needs worldwide and provide a more sustainable business. The success of the new company will come from its people, and I have no doubt that they will take the knowledge, skill, commitment and passion that they have shown in the past to help in building a new world-class company,” said Dr. Talal Al-Shair, Vice Chairman, Tasnee and Chairman of Cristal.
Subject to approval
The acquisition has received the unanimous approval of the Tronox and Cristal boards of directors. The transaction is subject to the approval by Tronox Class A and B shareholders, voting as a single class, as well as regulatory approvals and customary closing conditions. Closing is expected to occur before the first quarter 2018. Tronox anticipates completing the sale of its Alkali business in the second half of 2017.
