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Thursday, 03/01/2018 7:56:19 AM

Thursday, March 01, 2018 7:56:19 AM

Post# of 7206
On March 1, 2018, Tronox Limited, an Australian public limited company incorporated in the Commonwealth of Australia (the “Company”), The National Titanium Dioxide Company Ltd., a limited company organized under the laws of the Kingdom of Saudi Arabia (“Cristal”), and Cristal Inorganic Chemicals Netherlands Coöperatief W.A., a cooperative organized under the laws of the Netherlands and a wholly owned subsidiary of Cristal (“Seller”), entered into an Amendment to Transaction Agreement (the “Amendment”), which amends the previously announced Transaction Agreement (the “Original Transaction Agreement” and as amended by the Amendment, the “Amended Transaction Agreement”), by and among the Company, Cristal and Seller.

The Amendment provides for an extension of the termination date under the Original Transaction Agreement to June 30, 2018, with automatic three-month extensions to March 31, 2019, if necessary based on the status of outstanding regulatory approvals. The Amendment also provides that the Company has the right to terminate the Amended Transaction Agreement if it determines that the outstanding regulatory approvals are not reasonably likely to be obtained. In the event that such termination by the Company is on or after January 1, 2019, or if regulatory approval has not been obtained by March 31, 2019 and the Company or Cristal elects to terminate the Amended Transaction Agreement, then the Company is required to pay Cristal a $60 million termination fee.

Completion of the transactions contemplated by the Amended Transaction Agreement (the “Transaction”) remains subject to various customary closing conditions as set forth in the Amended Transaction Agreement, including receipt of regulatory clearances from the U.S. Federal Trade Commission and the European Commission. The Company has received approval for the Transaction from seven of the nine regulatory jurisdictions whose approvals are required to close the Transaction.

In addition, Tronox and Cristal agreed to modify the form of shareholders agreement that the parties agreed to execute at the closing of the Transaction to provide for certain changes to the number of shares Cristal and its affiliates are required to hold in order to maintain board representation on the Tronox board of directors and to the transfer restrictions applicable following the closing of the Transaction.

Other than as expressly modified pursuant to the Amendment, the Original Transaction Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by the Company on February 21, 2017, remains in full force and effect. The foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amendment, which is filed herewith as Exhibit 2.1 and is incorporated herein by reference.

Item 2.02.
Results of Operations and Financial Condition.

Attached as Exhibit 99.1 is a copy of a press release of the Company, dated March 1, 2018, reporting the Company’s financial results for the fourth quarter ended December 31, 2017. Such information, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
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