Clariant and Huntsman Jointly Agree to Cancel Planned Merger of Equals

Clariant (SIX: CLN) and Huntsman Corporation (NYSE: HUN) have jointly announced that they have mutually terminated the proposed merger of equals. The decision was unanimously approved by the boards of management and supervisory boards of both Clariant and Huntsman. In a joint written statement, Huntsman President and Chief Executive Officer Peter R. Huntsman and Clariant Chief Executive Officer Hariolf Kottmann said: "We continue to believe that the merger proposal agreed upon on 21 May 2017 would have been in the long-term interests of all our shareholders. However, with activist investor White Tale Holdings continuing to accumulate Clariant shares and its position against the transaction beginning to be supported by some other shareholders as well, we believe there is significant uncertainty as to whether Clariant will be able to obtain the two-thirds shareholder approval required under Swiss law to approve the transaction. Under these circumstances and in light of the substantial disruption and uncertainty arising for both companies, we have made a joint decision to terminate the merger agreement. Both companies will thus be able to fully and refocus on their respective strategies in a manner that serves the interests of their companies, shareholders, partners and other stakeholders. We retain great respect for each other and express our deep gratitude to the employees of both companies for their outstanding efforts and extraordinary commitment in recent months."

The termination agreement provides that neither party will pay any termination fees to the other. As a result, Clariant will not pay the USD 210 million reverse termination fee and the USD 60 million extraordinary general meeting non-approval fee provided for in the Merger Agreement.

Having conducted a detailed analysis of all strategic alternatives, the Clariant Board of Management and Board of Directors had unanimously approved the merger with Huntsman as the best option at the time to further grow the company and increase its long-term value for all stakeholders. This view was and continues to be shared by a large majority of Clariant shareholders. Board Chairman Rudolf Wehrli said in this regard: "We regret having missed this opportunity to create value and thank our shareholders for their support. The Board, our Chief Executive Officer and our Board of Directors will now focus on our proven strategy to further strengthen the market position of our company as a world-leading specialty chemicals company." Clariant Chief Executive Officer Hariolf Kottmann said: "While White Tale's position on the merger differs from ours, our interests in increasing Clariant's value are aligned. We are determined to achieve this goal by continuing our current and successful long-term growth strategy. We will, however, continue our dialogue with all our stakeholders." While the merger would have enabled Clariant to accelerate its strategy, the company has maximum confidence in advancing toward its goal of reaching a top position in the specialty chemicals sector on its own path. The success of the company's strategy is demonstrated by increasing profitability and operating value, a growing stronger portfolio and leadership in innovation and sustainability. These elements will continue to be the cornerstones of Clariant's profitable growth, cash flow generation and value creation.