Ashurst acted as Australian legal counsel to NYSE listed Tronox Limited ('Tronox') on its definitive agreement to acquire the TiO2 Business of Cristal, for US$1.673 billion of cash and Class A ordinary shares representing a 24% ownership in pro forma Tronox, a total consideration based on current share valuation of approximately US$2.2 billion. The transaction was announced by the parties on 21 February 2017. 

Tronox said in its announcement that the combination of the titanium dioxide businesses will create the world's largest and most highly integrated titanium dioxide pigment producer with assets and operations across six continents. The combined company will operate 11 titanium dioxide pigment plants across eight countries with a total capacity of 1.3 million metric tons per annum, and will have titanium feedstock operations in three countries with a total capacity of 1.5 million metric tons per annum.

The acquisition received the unanimous approval of the Tronox and Cristal boards of directors. The transaction is subject to the approval by Tronox shareholders, as well as regulatory approvals and customary closing conditions.  Closing is expected to occur before the first quarter 2018.

Tronox's announcement of the transaction is available here.

The Ashurst team was led by partner John Sartori (Corporate) and included: partners Nick Terry and Kylie Lane, and senior associates Eliza Blandford and Lucienne Cassidy (Corporate); partners Peter Armitage and Ross Zaurrini, and counsel Alyssa Phillips (Competition); and partners Ian Kellock and Geoffrey Mann, and senior associate Bronwyn Kirkwood (Tax).

Kirkland & Ellis LLP and Willkie Farr & Gallagher LLP are Tronox's US legal counsel on the transaction.