• Venator to purchase the Tronox European TiO2 paper laminates business
  • Venator secures exclusive right to negotiate purchase of Ashtabula, Ohio, TiO2 facility from Tronox if required to complete proposed Tronox/Cristal merger
  • The full reconstruction of Venator’s Pori, Finland, facility is under review

Venator Materials PLC (NYSE: VNTR) (“Venator”) today announced it has reached agreement with Tronox Limited (“Tronox”) to purchase the European paper laminates business (the “8120 Grade”) from Tronox. In connection with the acquisition, Tronox will supply the 8120 Grade to Venator under a Transitional Supply Agreement until the transfer of the manufacturing of the 8120 Grade to Venator’s Greatham, U.K., facility has been completed.

Separately, Venator and Tronox have entered into an agreement to engage in exclusive negotiations until September 29, 2018, regarding the purchase by Venator of the Ashtabula, Ohio, complex currently owned by The National Titanium Dioxide Company Limited (“Cristal”) for $1.1 billion if a divestiture of Ashtabula is required for Tronox to obtain approval for its proposed merger with Cristal after the U.S. District Court rules in the pending preliminary injunction hearing. The purchase price for Ashtabulawill be reduced to $900 million if, instead of promptly divesting Ashtabula, Tronox continues to await the decision of the FTC’s Administrative Law Judge following an adverse ruling by the U.S. District Court.

Additionally, the parties have agreed that Tronox will promptly pay Venator a “break fee” of $75 million upon consummation of the Tronox/Cristal merger if divestiture of the 8120 Grade to Venator has been consummated and the Ashtabula site is not sold to Venator.

Simon Turner, President and CEO of Venator, commented: “The agreement to acquire the paper laminates business further strengthens and diversifies our global TiO2 business. It also extends our European market leadership and further expands our differentiated product range.”

He added: “The addition of the high quality Ashtabula facilities would dramatically grow our North American presence and global TiO2 capacity, enabling us to better serve our valued customers. In light of this potential acquisition, we are reviewing our near term needs for the full rebuild of TiO2 capacity at our previously damaged TiO2 facility in Pori, Finland.”