Tronox, a global mining and inorganic chemicals company, has agreed to an extension of the previously announced agreement to acquire the titanium dioxide (TiO2) business of Cristal, a privately held global chemical and mining company headquartered in Jeddah, Saudi Arabia.
Pursuant to the amendment, the parties agreed to extend the end date for the transaction from May 21, 2018 to June 30, 2018 with automatic three-month extensions until March 31, 2019, if necessary based on the status of outstanding regulatory approvals.
Tronox paid no extension fee for the amendment and has the right to terminate the agreement if it determines regulatory approval of the transaction is not reasonably likely to be obtained, with no fee payable for such a termination of the agreement prior to January 1, 2019.
However, Tronox would be required to pay a termination fee of US$60M if either party terminates the agreement on or after March 31, 2019 due to failure to obtain regulatory approval or Tronox terminates the agreement after December 31, 2018 if it determines regulatory approval is not likely to be obtained.
"The extension reflects the commitment of Tronox, Cristal, and its parent company, Tasnee, to this transaction.
“Although we do not anticipate needing the full extension to consummate the transaction, the amendment provides adequate time to optimise the outcome for the benefit of our collective stakeholders - our shareholders, customers and employees," said Jeffry N Quinn, president and chief executive officer of Tronox.
"This is a highly synergistic transaction that will lower our cost position and increase supply.
“While this amendment provides more time for the competition-enhancing nature of this transaction to be determined on its merits, our goal remains to consummate the transaction as quickly as possible.
“We will continue to work with regulatory authorities in the United States and Europe to find an appropriate and proportionate resolution to any valid concerns."