Huntsman Corp., Salt Lake City, has agreed to be acquired by Columbus, Ohio-based Hexion Specialty
Chemicals Inc., a supplier of thermoset resins, for $28 per share in cash or approximately $10.6
billion including the assumption of debt.
Hexion, a portfolio company of Apollo Management LP, emerged as the winning suitor during a
two-week contest that began with Huntsman’s agreement to merge with Basell AF — a Netherlands-based
manufacturer of polypropylene and advanced polyolefin products — for $25.25 per share or $9.6
billion including debt. One week later, Hexion submitted an offer of $27.25 per share or $10.4
billion and subsequently raised it to $28 per share. Huntsman’s Board of Directors approved the
higher offer and terminated the agreement with Basell.
Hexion has up to one year to close the transaction, which is subject to regulatory approval
and the approval of Huntsman’s shareholders, of which the Huntsman family, a Huntsman charitable
trust and private equity firm MatlinPatterson Global Advisers LLP — all in favor of the transaction
— represent 57 percent. The period may be extended by 90 days by Huntsman’s Board of Directors
under certain circumstances. Beginning 270 days from July 12, 2007 — the date of the purchase
agreement — the price per share due from Hexion will increase at the annual rate of 8 percent.
“This is a very favorable outcome for our shareholders and one that reflects a confidence in
our company of which our associates can be very proud,” said Peter R. Huntsman, president and CEO,
Huntsman. “[Hexion and Huntsman] have complementary businesses and, together, will have an even
stronger technology platform from which to serve our customers.”
“This transaction provides Hexion and Huntsman with a great opportunity to create a
world-class company with leading-edge products and technologies, a greatly expanded global reach
particularly in the high-growth Asia-Pacific region, and an outstanding team of people,” said Craig
O. Morrison, chairman and CEO, Hexion.
The combined companies will have a workforce of 21,000 associates in 180 locations worldwide
and annual sales of more than $14 billion.
July 17, 2007