Huntsman receives merger proposal from Hexion for $27.25 per share
05 Jul '07
3 min read
The Basell Agreement may be terminated under certain circumstances, including if the Company receives a superior proposal and provides advance notice to Basell.
If the Basell Agreement is terminated under these circumstances, Basell will be entitled to a $200 million payment. Hexion has agreed to directly fund $100 million of this payment, subject to reimbursement by Huntsman if the transaction with Hexion were not consummated in certain circumstances.
The Huntsman Board of Directors, with the unanimous agreement of its Transaction Committee comprised solely of independent directors, has concluded that the Hexion Proposal could reasonably be expected to lead to a superior proposal, as defined in the Basell Agreement.
The Transaction Committee is continuing to evaluate the terms of the Hexion Proposal and the Company and its advisors are engaged in discussions with Hexion regarding their proposal. The Transaction Committee, in determining whether or not to pursue the Hexion Proposal, will take into account the views of the principal shareholders of the Company.
These principal shareholders are currently required to support the Basell Agreement under existing voting agreements with Basell, unless the Board of Directors or the Transaction Committee elects to terminate the Basell Agreement in favor of a superior proposal.
Pending the culmination of these discussions with Hexion and the principal shareholders, neither Huntsman's Board of Directors nor the Transaction Committee has changed its recommendation regarding the proposed merger with Basell.
Huntsman cannot give any assurance that the Hexion Proposal will result in a definitive agreement or a consummated transaction.
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