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Huntsman Pigments to buy Tronox

31
Aug '09
Tronox Incorporated announced that it and certain of its subsidiaries signed a "stalking horse" asset and equity purchase agreement with Huntsman Pigments LLC, a whollyowned subsidiary of Huntsman Corporation, and Huntsman Corporation for the sale of certain of its operating assets, including:

• Titanium dioxide facilities in The Netherlands and the United States, excluding its facility in Savannah, Georgia;
• A 50% joint venture interest in the Western Australian titanium dioxide, mine and beneficiating operations; and
• Electrolytic production facilities in the United States

Huntsman's stalking horse bid provides for sales proceeds of $415 million (which are subject to certain adjustments), is a binding offer to acquire selected assets of Tronox and will serve as the minimum floor bid for an auction process to be conducted pursuant to section 363 of the U.S. Bankruptcy Code. The agreement will be submitted for approval to the United States Bankruptcy Court for the Southern District of New York. Other potential buyers may submit competing bids for Tronox's assets leading up to the auction, which auction will likely take place in the fourth quarter of 2009.

"We are very pleased to have successfully met the commitment to our debtorinpossession lenders to enter into a stalking horse purchase agreement by August 30, 2009. We believe that this asset and equity purchase agreement provides a solid foundation from which we can maximize the value of our assets through the section 363 auction process later this year," said Dennis Wanlass, Chairman and Chief Executive Officer of Tronox Incorporated.

On January 12, 2009, Tronox Incorporated and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code with the United States Bankruptcy Court for the Southern District of New York. As part of Tronox's debtorinpossession financing, Tronox agreed to enter into a section 363 asset sale process.

Such process involves obtaining a stalking horse bid, a binding proposal for a bankrupt company's assets from an interested buyer chosen by the bankrupt company, which binding proposal must be approved by the bankruptcy court as sufficient to serve as a minimum floor bid for the auction process. After the stalking horse bid is approved by the bankruptcy court, other potential buyers may submit competing bids for the bankrupt company's assets at an auction. If Huntsman wins the auction and is approved by the United States Bankruptcy Court for the Southern District of New York as the buyer, then Huntsman's consummation of the proposed acquisition of the operating assets of Tronox as agreed remains subject to customary antitrust and other regulatory approvals and certain other customary closing conditions.

Tronox Incorporated


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