Published:
Huntsman Wins Decisively in Delaware Trial
THE WOODLANDS, Texas, Sept. 29 /PRNewswire-FirstCall/ -- Huntsman
Corporation (NYSE: HUN) today announced the decision of theDelaware Court of
Chancery to enter judgment in favor of Huntsman Corporation denying all
declarations sought by Apollo Management, L.P. and Hexion Specialty Chemicals,
Inc. in their suit requesting that the Chancery Court excuse Hexion from its
obligation to consummate the pending transaction.
Apollo and Hexion had alleged that Huntsman was not entitled to a $325
million break up fee and had suffered a Material Adverse Effect since signing
the Merger Agreement and that a solvency certificate or opinion could not be
provided for the combined Hexion/Huntsman entity at the closing. Both
allegations were soundly rejected by the Chancery Court.
The Chancery Court ordered Hexion to specifically perform its covenants
under the Merger Agreement, including the obligation to use its reasonable
best efforts to take all actions necessary and proper to consummate the Merger
in the most expeditious manner practicable. The Court further ordered that if
the Closing has not occurred by October 1, the Merger Agreement Termination
Date shall be extended until the Court determines that Hexion has fully
complied with the Court's order.
Commenting on Vice Chancellor Stephen P. Lamb's decision, Peter R.
Huntsman, President and CEO of Huntsman Corporation, stated, "We are gratified
that Apollo's allegations and tactics have failed to persuade the Chancery
Court. Huntsman is a strong and dynamic company -- indeed a global leader in
many of its markets -- and Apollo's misguided attempt to use 2008's turbulent
energy and financial markets to construct a solvency issue where none existed
has now been exposed. We call on Hexion to complete the remaining actions
required by the Merger Agreement in compliance with the Court's order and
proceed to closing."
In addition to denying the relief sought by Apollo and Hexion, the
Chancery Court also found that Hexion had breached a number of obligations and
covenants under the Merger Agreement, and that such breaches were knowing and
intentional and directed by Apollo.
Jon M. Huntsman, Founder and Chairman of Huntsman Corporation, added, "We
have claimed all along that Apollo would resort to any means necessary to
break a legal and binding contract. Apollo was dishonest and untruthful and
lost the case."
Huntsman continues to seek damages exceeding $3 billion in itsTexas
lawsuit against Apollo and its partners Leon Black and Joshua Harris.
About Huntsman:
Huntsman is a global manufacturer and marketer of differentiated
chemicals. Its operating companies manufacture products for a variety of
global industries, including chemicals, plastics, automotive, aviation,
textiles, footwear, paints and coatings, construction, technology,
agriculture, health care, detergent, personal care, furniture, appliances and
packaging. Originally known for pioneering innovations in packaging and,
later, for rapid and integrated growth in petrochemicals, Huntsman today has
13,000 employees and operates from multiple locations worldwide. The Company
had 2007 revenues of approximately $10 billion. For more information about
Huntsman, please visit the company's website at http://www.huntsman.com.
Forward-Looking Statements:
Statements in this release that are not historical are forward-looking
statements. These statements are based on management's current beliefs and
expectations. The forward-looking statements in this release are subject to
uncertainty and changes in circumstances and involve risks and uncertainties
that may affect the company's operations, markets, products, services, prices
and other factors as discussed in the Huntsman companies' filings with the
U.S. Securities and Exchange Commission. Significant risks and uncertainties
may relate to, but are not limited to, financial, economic, competitive,
environmental, political, legal, regulatory and technological factors. In
addition, the completion of any transactions described in this release is
subject to a number of uncertainties and closing will be subject to approvals
and other customary conditions. Accordingly, there can be no assurance that
such transactions will be completed or that the company's expectations will be
realized. The company assumes no obligation to provide revisions to any
forward-looking statements should circumstances change, except as otherwise
required by applicable laws.
SOURCE Huntsman Corporation
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