Huntsman and Clariant poised to merge

WOODLANDS, Texas—An on-again, off-again merger of Huntsman Corp. and Clariant International Ltd. looks like it will finally come to fruition.

Huntsman and Clariant announced May 22 that they plan to merge as equal companies through an all-stock transaction by the end of 2017.

The new company will be named HuntsmanClariant and, on a pro forma basis, will create a company with sales of approximately $13.2 billion, adjusted earnings before interest taxation depreciation and amortisation of $2.3 billion and a combined enterprise value of approximately $20 billion.

The combined company expects to create value worth over $3.5 billion through lower operational costs and better procurement. It will save approximately $400 million per year in costs within two years of the deal closing after a one-time cost of up to $500 million.

Huntsman is a world-scale polyurethanes, pigments, advanced materials, performance products and textile effects business. It is in the process of separating its pigments business and this is unaffected by the merger, Huntsman said.

Clariant, which was built up through the combination of a number of European chemicals firms, operates in: additives, catalysts, functional materials, industrial and consumer specialties, masterbatches, oil and mining services and pigments.

Peter Huntsman to be CEO

Peter Huntsman, currently president and CEO of Huntsman, will become CEO of the new company. Jon Huntsman becomes chairman emeritus and a board member. The Huntsman family, and a group of former shareholders of Sud Chemie, which control 13.9 percent of Clariant stock, support the merger.

"I could not be more enthusiastic about this merger and look forward to working closely with Hariolf," Peter Huntsman said. "We look forward to a close association with his talented colleagues around the world. We will create a global leader in specialty chemicals with a combined balance sheet providing substantial financial strength and flexibility."

Clariant CEO Hariolf Kottman said the timing of the merger was significant for both companies.

"This is the perfect deal at the right time," Kottman said. "We are joining forces to gain much broader global reach, create more sustained innovation and achieve new growth opportunities. Peter huntsmen and I share the same strategic vision and I look forward to working with him."

The new company will be listed on the SIX Swiss Exchange and the New York Stock Exchange. The combined company will report in U.S. dollars and will start filing quarterly and annual results to U.S. Securities and Exchange Commission standards.

The Woodlands, Texas-based Huntsman and Muttenz, Switzerland-based Clariant have been the subject of merger rumors and speculation for at least a decade. The companies reportedly had serious talks last fall that fell apart over which company would be the lead acquirer.

Analysts have speculated that Clariant needed to add bulk to compete in the specialty chemicals market, and there's been speculation in the past year that it would either be an acquirer or an acquisition target.

Merging with Huntsman, which is larger but less profitable, could be the deal that analysts have been seeking.

Huntsman reported 2016 sales of about $9.7 billion and profit of $357 million. Profitability has improved in recent years as the company exited some businesses and closed some production sites. Its main businesses today are polyurethanes and advanced materials, which includes products based on epoxy, acrylics and PU. Huntsman also is in the process of spinning off its titanium dioxide business into a separate firm named Venator. Huntsman will retain a 40 percent stake in the new company.

Likewise Clariant has seen its financial results improve as it has shifted to high-margin specialty chemicals.

Starting in January 2016, Clariant created a separate subsidiary for Plastics & Coatings. Plastics & Coatings is the group's largest segment and accounted for 43 percent of its 2016 sales. The Plastics & Coatings business includes masterbatch, additives and pigments.

Clariant reported 2016 sales of $6 billion and EBITDA before exceptional items of $911 million.

In February, when Clariant announced its 2016 results, Kottmann addressed rumors that the company was preparing to sell its plastics business. He told analysts there was "currently no project for divesting plastics and coatings and making a multi-billion Swiss francs acquisition on the other end of the spectrum.

"Everything currently, from a financial point of view, looks very nice," he said, adding that the decision to create a separate plastics subsidiary "would give us certain kind of strategic flexibility."

Clariant formed in 1995 as a spinoff from pharmaceuticals company Sandoz A.G. Huntsman started off as a polystyrene packaging company in 1970, founded by Plastics Hall of Famer Jon Huntsman Sr., who is Peter Huntsman's father.