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Homburger advises Clariant AG in Cross-Border Merger of Equals with Huntsman Corporation Valuing USD 20 bn

22 May 2017

On May 22, 2017, Clariant AG (SIX: CLN) and Huntsman Corporation (NYSE: HUN) announced that the companies have entered into a definitive agreement to combine in an all-stock cross-border "merger of equals". The combination of both companies will create a leading global specialty chemicals company with a combined enterprise value of approximately USD 20 bn.

The transaction shall be structured as a cross-border reverse triangular merger with Clariant remaining as the parent company, which shall be renamed HuntsmanClariant Ltd. As a result of the transaction, the current Clariant and Huntsman shareholders would be expected to own approximately 52% and 48% of HuntsmanClariant. The shares of the new company will have a dual direct listing on the SIX Swiss Exchange and on the New York Stock Exchange.

The combined company will be governed by a board of directors with equal representation from Clariant and Huntsman and will follow Swiss Corporate Governance standards. Clariant will appoint the Chairman and the Chief Financial Officer and Huntsman will appoint the Chief Executive Officer and the Vice-Chairman.

The transaction is expected to close by year end 2017, subject to Clariant and Huntsman shareholder approvals, regulatory approvals and other customary closing conditions.

Homburger advises Clariant AG as transaction lead counsel on corporate | M&A, securities law, tax, multi-jurisdictional merger control and financing. The Homburger team was led by partner Frank Gerhard and included partner Daniel Hasler, associates Marc Hanslin, Andreas Müller, Rafael Zemp, Nadine Wahlquist and junior associate Valentin Spahr (all Corporate | M&A), partner Reto Heuberger, associate Marc Vogelsang and junior associate Alessandro Meyer (all Tax), partner Marcel Dietrich, counsel Andreas Burger, associate Sabrina Zimmermann and junior associate Francesco Bernasconi (all Competition | Regulatory), partner Daniel Haeberli, associate Martin Grod and junior associate Olivier Buff (all Financial Services).

Matter Type
M&A
Industry
Healthcare, Life Sciences & Chemicals
News Category
M&A