Acquisition of Cristal North America closes / Tronox and Venator in legal dispute

Following all approvals, the US arm of Switzerland-based olefins and polyolefins giant Ineos (Rolle; has acquired the North American TiO2 business of Saudi Arabian producer Cristal Global (Jeddah; The USD 700m (EUR 628m) transaction makes Ineos the country’s second largest producer of the pigment used among other things to whiten plastics – see of 22.03.2019. The assets, which include two US plants at Ashtabula, Ohio, are to be fully integrated into Ineos Pigments.

Tronox (Stamford, Connecticut / USA; was obliged to divest the business to satisfy the US Federal Trade Commission’s antitrust requirements for its acquisition of the Saudi player’s global assets – see of 04.09.2018. A previous plan to sell to Venator (Stockton-on-Tees / UK;, a spin-off of Huntsman (The Woodlands, Texas / USA;, failed. Venator is now suing Tronox over the Connecticut group’s refusal to pay a USD 75m break fee for the deal’s collapse. It also wants to recover interest pre- and post-judgment, along with “reasonable” attorney fees and costs.

“It is unfortunate that Tronox has failed to honour its contract,” said Venator CEO Simon Turner, accusing the US market leader of offering “baseless excuses.” Turner said the Huntsman spin-off “at all times acted in good faith, including meeting with the FTC to discuss the proposal.” But while his company was preparing to further respond to issues raised by the US trade watchdog, he said Tronox “abruptly terminated” discussions and prepared to sell the business to another buyer.

Tronox is standing its ground that Venator is at fault, as it believes the other party did not adhere to the terms of the companies’ memorandum of understanding. CEO Jeffry Quinn said Tronox ultimately was forced to sell the activities for “substantially less” than the originally envisaged USD 1.1 bn, due to Venator’s failure to negotiate in good faith or otherwise comply with the agreement. This, he said “obviates Tronox’s need to pay the break fee.” Despite the company’s hope to resolve the matter through negotiation, “we are prepared to defend our position if necessary,” Quinn added.

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