Huntsman Corp - Basell Holding

Huntsman Corporation (HUN)
$9.6B Strategic Acquisition
Competing Offer - Apollo Management

Polyolefin tech leader to buy chemical manufacturer

$25.25 per HUN share; $9.6B total
HUN stock chart

Original deal announced 6.26.07

Competing offer accepted 7.12.07

See Competing Offer immediately below

Troubled Deal - Litigation

HUN countersues

Brings suit inTexas against Apollo and its partners Leon Black and Joshua Harris for fraud and tortious interference
Complaint
HUN press release 6.23.08

Jon M. Huntsman, Founder and Chairman: "I am outraged that Apollos founders, Leon Black and Josh Harris, while personally and repeatedly assuring our board of directors, our senior officers, our financial advisors and me of their earnestness, instead pursued a strategy designed to cause us to terminate with Basell to accept promises they never intended to keep all calculated to contrive a nonexistent 'purchase option' we specifically refused to grant Hexion during our negotiations, awaiting the day when they would try to force us to concede a price reduction. We will do everything in our power to hold Apollo and its founders accountable for the multi-billion dollar harm their actions have caused our company."

Buyer files suit

Delaware Chancery complaint 6.18.08

Seeks declaration of a "material adverse change" or, in the alternative that HUN's damages be limited to the $325mm reverse break-up fee

Competing Offer

Apollo Management affiliate makes a competing offer

First offers $27.25 per share (7.9% higher)
HUN press release 7.03.07

Huntsman accepts competing offer

$28.00 per share
HUN press release 7.12.07
Form 8-K 7.12.07
Background of the merger

Stockholders approve merger

Financial

HUN : Merrill Lynch / Cowen & Co
Basell : Citigroup

Legal

HUN : Vinson & Elkins
Basell : Skadden Arps

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I The Merger

1.1 The Merger; Effective Time of the Merger
1.2 Closing
1.3 Effect of the Merger
1.4 Certificate of Incorporation and Bylaws
1.5 Directors and Officers

Article II Effect of the Merger on the Capital Stock of the
Company and Merger Sub; Exchange of
Certificates

2.1 Effect of the Merger on Capital Stock
2.2 Appraisal Rights
2.3 Treatment of Company Options
2.4 Treatment of Restricted Company Common Stock
2.5 Payment for Securities

Article III Company Reps

3.1 Company

(a) Organization, Standing and Power
(b) Capital Structure
(c) Authority; No Violations; Consents and Approvals
(d) SEC Documents
(e) Information Supplied
(f) Absence of Certain Changes or Events
(g) No Undisclosed Material Liabilities
(h) No Default
(i) Compliance with Applicable Laws
(j) Litigation
(k) Taxes
(l) Compensation; Benefits
(m) Labor Matters
(n) Intellectual Property
(o) Personal Property
(p) Environmental Matters
(q) Insurance
(r) Opinion of Financial Advisors
(s) Vote Required
(t) Brokers
(u) Certain Contracts and Arrangements
(v) State Takeover Statutes
(w) Real Property
(x) Related Party Transactions

3.2 Parent and Merger Sub

(a) Organization, Standing and Power
(b) Authority; No Violations; Consents and Approvals
(c) Information Supplied
(d) Litigation
(e) Financing
(f) Solvency; Surviving Corporation After the Merger
(g) Vote/Approval Required
(h) Ownership of Company Capital Stock
(i) Business Conduct
(j) Financial Statements
(k) Absence of Certain Changes or Events

Article IV Covenants Relating to Conduct of Business
Pending the Merger

4.1 Conduct of Business by the Company Pending the
Merger
4.2 No Solicitation

Article V Additional Agreements

5.1 Preparation of Proxy Statement
5.2 Access to Information
5.3 Stockholders Meeting and Board Recommendation
5.4 HSR and Other Approvals
5.5 Employee Matters
5.6 Indemnification; Directors and Officers Insurance
5.7 Agreement to Defend
5.8 Public Announcements
5.9 Advice of Certain Matters; Control of Business
5.10 Conveyance Taxes
5.11 Investigation by Parent and Merger Sub; No Other
Representations or Warranties
5.12 Financing
5.13 Reasonable Best Efforts; Notification
5.14 5% Preferred Stock Conversion
5.15 Rule 16b-3

Article VI Conditions Precedent

6.1 Each Party
6.2 Parent and Merger Sub
6.3 Company

Article VII Termination

7.1 Termination
7.2 Notice of Termination; Effect of Termination
7.3 Expenses and Other Payments

Article VIII General Provisions

8.1 Schedule Definitions
8.2 Nonsurvival of Representations, Warranties and
Agreements
8.3 Notices
8.4 Rules of Construction
8.5 Counterparts
8.6 Entire Agreement; No Third Party Beneficiaries
8.7 Governing Law; Venue; Waiver of Jury Trial
8.8 No Remedy in Certain Circumstances
8.9 Assignment
8.10 Affiliate Liability
8.11 Specific Performance
8.12 Joint Liability
8.13 Amendment
8.14 Extension; Waiver

Proxy Solicitation

Definitive proxy statement 9.12.07

Table of contents

Preliminary proxy statement 8.10.07

Table of contents

Deal Protection

No shop covenant

Merger agreement 4.2

Proxy statement disclosure

Break-up fee

$225mm, plus out-of-pocket expenses
Agreement 7.3

Proxy statement disclosure

Regulatory Approvals

HSR Act

Merger agreement 5.4

Proxy statement disclosure

Fairness Opinion

Merrill Lynch fairness opinion

Proxy statement disclosure

Disclosure

Proxy statement disclosure

Related Topics

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