乐天堂fun88(中国区)官方网站

 

Filed by 乐天堂fun88(中国区)官方网站 Corporation
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Subject Company: 乐天堂fun88(中国区)官方网站 Corporation
Commission File No. 1-32427

 

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00 May 2017

 

乐天堂fun88(中国区)官方网站 and Clariant Announce Intention to Combine in Merger of Equals, Creating a Leading Global Specialty Chemical Company

 

Dear valued customer,

 

乐天堂fun88(中国区)官方网站 and Clariant today announced our intention to combine in a merger of equals to create a leading global specialty chemicals company, to be named 乐天堂fun88(中国区)官方网站Clariant, with an enterprise value of approximately $20 billion. The deal is expected to close by the end of this year.

 

乐天堂fun88(中国区)官方网站’s and Clariant’s business segments are complementary and, combined, will offer more streamlined access to an expanded portfolio of products and applications. 乐天堂fun88(中国区)官方网站Clariant will provide enhanced customer focus with a combined commitment to innovation and a collaborative approach to R&D and new product development.

 

After the deal closes and we transition into a combined company, be assured you can expect the same high level of customer service and quality from 乐天堂fun88(中国区)官方网站Clariant that you have always experienced from 乐天堂fun88(中国区)官方网站.

 

Please note that the previously announced IPO of 乐天堂fun88(中国区)官方网站’s Pigments and Additives business, Venator, will continue as planned in summer 2017.

 

Thank you for your continued support.

 

Yours sincerely,

 

 

Peter R. 乐天堂fun88(中国区)官方网站

[Division President name and title]

President and Chief Executive Officer

 

 

HUNTSMAN CORPORATION

10003 Woodloch Forest Drive · The Woodlands, Texas 77380 · 281-719-6000· Fax 281-719-6685

 



 

Cautionary Statement Regarding Forward-Looking Statements

 

This communication contains certain statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended.  Clariant Ltd (“Clariant”) and 乐天堂fun88(中国区)官方网站 Corporation (“乐天堂fun88(中国区)官方网站”) have identified some of these forward-looking statements with words like “believe,” “may,” “could,” “would,” “might,” “possible,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “estimate,” “potential,” “outlook” or “continue,” the negative of these words, other terms of similar meaning or the use of future dates. Forward-looking statements in this communication include, without limitation, statements about the anticipated benefits of the contemplated transaction, including future financial and operating results and expected synergies and cost savings related to the contemplated transaction, the plans, objectives, expectations and intentions of Clariant, 乐天堂fun88(中国区)官方网站 or the combined company, the expected timing of the completion of the contemplated transaction and information relating to the proposed initial public offering of ordinary shares of Venator Materials PLC. Such statements are based on the current expectations of the management of Clariant or 乐天堂fun88(中国区)官方网站, as applicable, are qualified by the inherent risks and uncertainties surrounding future expectations generally, and actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. Neither Clariant nor 乐天堂fun88(中国区)官方网站, nor any of their respective directors, executive officers or advisors, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur. Risks and uncertainties that could cause results to differ from expectations include: uncertainties as to the timing of the contemplated transaction; uncertainties as to the approval of 乐天堂fun88(中国区)官方网站’s stockholders and Clariant’s shareholders required in connection with the contemplated transaction; the possibility that a competing proposal will be made; the possibility that the closing conditions to the contemplated transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant a necessary regulatory approval; the effects of disruption caused by the announcement of the contemplated transaction making it more difficult to maintain relationships with employees, customers, vendors and other business partners; the risk that stockholder litigation in connection with the contemplated transaction may affect the timing or occurrence of the contemplated transaction or result in significant costs of defense, indemnification and liability; ability to refinance existing indebtedness of Clariant or 乐天堂fun88(中国区)官方网站 in connection with the contemplated transaction; other business effects, including the effects of industry, economic or political conditions outside of the control of the parties to the contemplated transaction; transaction costs; actual or contingent liabilities; disruptions to the financial or capital markets, including with respect to the initial public offering of ordinary shares by Venator Materials PLC or financing activities related to the contemplated transaction; and other risks and uncertainties discussed in 乐天堂fun88(中国区)官方网站’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including the “Risk Factors” section of 乐天堂fun88(中国区)官方网站’s annual report on Form 10-K for the fiscal year ended December 31, 2016. You can obtain copies of 乐天堂fun88(中国区)官方网站’s filings with the SEC for free at the SEC’s website (www.sec.gov). Forward-looking statements included herein are made only as of the date hereof and neither Clariant nor 乐天堂fun88(中国区)官方网站 undertakes any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement.

 



 

Important Additional Information and Where to Find It

 

NO OFFER OR SOLICITATION

 

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

 

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

 

In connection with the contemplated transaction, Clariant intends to file a registration statement on Form F-4 with the SEC that will include the Proxy Statement/Prospectus of 乐天堂fun88(中国区)官方网站. The Proxy Statement/Prospectus will also be sent or given to 乐天堂fun88(中国区)官方网站 stockholders and will contain important information about the contemplated transaction. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CLARIANT, HUNTSMAN, THE CONTEMPLATED TRANSACTION AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies of the Proxy Statement/Prospectus (when available) and other documents filed with the SEC by Clariant and 乐天堂fun88(中国区)官方网站 through the website maintained by the SEC at www.sec.gov.

 

PARTICIPANTS IN THE SOLICITATION

 

乐天堂fun88(中国区)官方网站 and its directors and executive officers may be deemed to be participants in the solicitation of proxies from 乐天堂fun88(中国区)官方网站 investors and shareholders in connection with the contemplated transaction. Information about 乐天堂fun88(中国区)官方网站’s directors and executive officers is set forth in its proxy statement for its 2017 Annual Meeting of Stockholders and its annual report on Form 10-K for the fiscal year ended December 31, 2016. These documents may be obtained for free at the SEC’s website at www.sec.gov. Additional information regarding the interests of participants in the solicitation of proxies in connection with the contemplated transactions will be included in the Proxy Statement/ Prospectus that 乐天堂fun88(中国区)官方网站 intends to file with the SEC.