Huntsman signs definitive merger agreement with Hexion
18 Jul '07
3 min read
Huntsman Corporation announced that it has terminated the merger agreement with Basell AF dated June 26, 2007 and has agreed to a definitive merger agreement with Hexion Specialty Chemicals, Inc, an Apollo Management, L.P. portfolio company, pursuant to which Hexion will acquire Huntsman in a transaction with a total value of approximately $10.6 billion, including the assumption of debt (the Hexion Transaction).
Under the terms of the agreement, Hexion will acquire all of the outstanding common stock of Huntsman for $28.00 per share in cash. The agreement also provides that the cash price per share to be paid by Hexion will increase at the rate of 8% per annum (inclusive of any dividends paid) beginning 270 days from July 12, 2007.
The Hexion Transaction was deemed to be a superior proposal to the Basell Agreement and was unanimously approved by the Board of Directors of Huntsman. Huntsman's Board of Directors approved the agreement for the Hexion Transaction at the recommendation of a Transaction Committee comprised solely of Huntsman independent directors. Hexion's Board of Directors also has approved the agreement.
The transaction is subject to customary closing conditions, including regulatory approval in the U.S. and in Europe, as well as the approval of Huntsman shareholders. Entities controlled by MatlinPatterson and the Huntsman family and a Huntsman charitable trust, who collectively own approximately 57% of Huntsman's common stock, have agreed to vote in favor of the transaction.
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