Clariant AG agreed to buy Huntsman Corp. (NYSE: HUN) in an all-stock deal valuing the U.S. company at about $6.4 billion, extending a record run in transactions in the global chemicals industry.
Huntsman holders will get 1.2196 shares in the new company, to be called HuntsmanClariant, for each share they own, with Clariant emerging with a 52 percent stake, the two companies said in a statement. The combination is expected to generate more than $400 million in annual cost savings, leading to $3.5 billion in value creation, they said.
The chances another offer for Clariant emerges are “high,” given it’s the No. 1 target in the sector, a Baader Helvea analyst said in a note, adding that the planned combination with Huntsman comes across as a defensive move.
An agreement between Huntsman and Clariant adds to an already historic level of deals in the industry as CEOs seek to bolster tepid sales growth. Global chemical companies have more than $300 billion in M&A planned, according to a report by AT Kearney published in March. That level is more than twice the previous all-time high set at the end of 2015, according to the management consulting firm.
“We never felt or saw ourselves as a takeover candidate,” Hariolf Kottmann said on the call. “It would be very surprising to me if there were another company who could match or even top the value we are creating by merging these two companies together or that could tell a more convincing story to the market.”
“The merger has been the subject of speculation for over a decade, we are glad that it finally came to the resolution,” Vontobel analyst Victoria Kruchevska said in a note Monday. “The merger will benefit Clariant as it will further expand its global footprint, in particular in strategically important U.S. and China markets.”
Chief executive officer Peter Huntsman said on a call that he and counterpart Hariolf Kottmann formed a rapport over the years as each undertook a deep overhaul of their respective companies to offset heightened competition from Asia.
Since taking the helm of Clariant in 2008, Kottmann defiantly resisted the overtures of other competitors. Two years ago, it was the target of an approach from Evonik Industries AG though talks didn’t advance as Kottmann didn’t want Clariant absorbed by a Germany-based company. He said it wasn’t necessary to insist on being chief executive in this merger scenario, and talks suddenly advanced a couple of weeks ago after years of discussion.
The breakthrough came as an unparalleled wave of deals in chemicals — including Dow Chemical Co.’s merger with DuPont Co. — strengthened the position of competitors around Clariant and Huntsman. Rivalry in both their commodity segments such as pigments and leather chemicals, meant the companies struggled with profitability, leading to asset sales, plant closures and divestments.
The merger should strengthen earnings before interest, depreciation and amortization margins to more than 20 percent. Clariant businesses such as plastics, coatings and personal care complement Huntsman divisions such as polyurethanes and performance products.
The new entity’s global headquarters will be at Pratteln, Switzerland and its operational headquarters will be at The Woodlands, Texas. The stock will have dual listing on the Six Swiss Exchange and the New York Stock Exchange.
Huntsman founder and Chairman Jon Huntsman has sought a large transaction since taking the company public in 2005. Hexion Specialty Chemicals, then a unit of Apollo Management LP, agreed to buy Huntsman in July 2007 for $6.5 billion but withdrew the offer a year later amid declining chemical markets. Clariant was mentioned by analysts as a potential partner after Jon Huntsman in March said the company was considering a major deal following the separation of its paint-pigments business.
The company is based in Salt Lake City, where Jon Huntsman works, and run from The Woodlands, Texas, where his son Peter Huntsman is based.
Citigroup and UBS AG are serving as Clariant’s financial advisers for the transaction, with Homburger, and Cleary Gottlieb Steen and Hamilton serving as its legal advisers. Bank of America Merrill Lynch and Moelis & Company LLC are Huntsman’s advisers, with Kirkland & Ellis, Bär & Karrer and Vinson & Elkins on legals.