Jul 9 2007
Hexion Specialty Chemicals Inc., an Apollo Management L.P. portfolio company (“Hexion”), today announced that the Transaction Committee (comprised of Huntsman independent directors) and the Board of Directors of Huntsman Corporation have determined that Hexion's proposal to acquire Huntsman for $27.25 per share, in cash (transaction value $10.4 billion including debt) constitutes a Superior Proposal under the terms of the current merger agreement between Huntsman and Basell AF (the “Basell Agreement”). Huntsman has advised Hexion that it has provided notice to Basell, which after the expiration of three business days would entitle, but not require, Huntsman's Board of Directors or a committee thereof to make an Adverse Recommendation Change (as defined in the Basell Agreement), subject to the terms and conditions of the Basell Agreement. In determining whether to make an Adverse Recommendation Change, Huntsman has advised Hexion that the Board of Directors of Huntsman or the Transaction Committee will take into account any changes to the financial terms of the Basell Agreement proposed by Basell in response to the notice of Adverse Recommendation Change. Huntsman has advised Hexion that its decision is not, and should not be construed as a change by its board or its transaction committee in its recommendation of the Basell Agreement. Until Huntsman's board or transaction committee takes further action pursuant to the terms of the Basell Agreement, it continues to recommend the transaction with Basell to its shareholders. The terms of Hexion's proposal were further described in a press release issued by Huntsman on July 3, 2007.
There can be no assurance that a transaction between Hexion and Huntsman will be agreed. Any such transaction would be subject to regulatory approvals and the affirmative vote of Huntsman's shareholders, as well as other customary conditions. Hexion's proposal is fully financed pursuant to commitments from Credit Suisse and Deutsche Bank.