US Tronox disappointed as court grants injunction to block TiO2 merger deal

Author: Stefan Baumgarten


HOUSTON (ICIS)--Tronox is disappointed that the US District Court for the District of Columbia decided on Wednesday to grant a preliminary injunction to block Tronox's proposed acquisition of Saudi Arabia-based titanium dioxide (TiO2) producer Cristal, it said, adding that it intends to immediately file an appeal.

The US Federal Trade Commission's (FTC), which has concerns about the Tronox-Cristal merger, had requested the injunction.

Tronox said that it will request an expedited hearing of its appeal to reverse the court's decision so that it may proceed with the merger.

While pursuing the appeal, Tronox will be considering whether to proceed with the remedial divestiture of Cristal's two-plant TiO2 production complex in Ashtabula, Ohio to Venator Materials.

In July, Tronox and Venator agreed a binding memorandum of understanding providing for the negotiation of a definitive agreement to sell the Ashtabula complex to Venator should a divestiture of Ashtabula be required to complete the Cristal acquisition.

“Tronox is disappointed by the US District Court's decision to further delay this output-enhancing combination designed to increase the supply of TiO2 for North American customers and position Tronox to succeed in a fiercely competitive global market," said CEO Jeffry Quinn.

"As we pursue an appeal, Tronox has valuable alternatives to consider, including a possible remedial transaction to divest the Ashtabula facility for $1.1bn to Venator or waiting for a decision by the FTC's Administrative Law Judge in the Part 3 Procedure”, Quinn said.

“During the Part 3 Procedure, I believe we convincingly demonstrated that the FTC's objections to the Cristal transaction are entirely misplaced and this highly synergistic transaction will significantly increase production of TiO2 to the benefit of customers in North America and around the world,” he added.

The District Court’s ruling is not yet publicly available.

It was released under seal to provide Tronox, Cristal and the FTC an opportunity to review the text of the decision to ensure it contains no confidential information. The full decision is expected to be released early next week.