Item 1.01 — Entry into a Material Definitive Agreement.
Equity and Asset Purchase Agreement
On
August 9, 2022, Huntsman International LLC, a Delaware limited liability company (“Huntsman”), Archroma Operations
S.à.r.l., a Luxembourg société à responsabilité limitée (the “Archroma Operations”)
and Archroma Germany GmbH, a German company with limited liability (“Archroma Germany”) and solely for purposes set
forth in the Purchase Agreement, SKES Investment 2 S.à r.l. (the “Archroma Financing Party”) and together with
Archroma Operations and the Archroma Germany, “Archroma”), entered into an Equity and Asset Purchase Agreement (the
“Purchase Agreement”), pursuant to which, subject to the satisfaction or waiver of certain conditions, Archroma will
acquire (1) all of the equity of certain Huntsman subsidiaries and (2) certain assets and liabilities of certain other Huntsman
subsidiaries, in each case which comprise of Huntsman’s “Textile Effects” business segment (collectively, the “Business”
and such transaction, the “Acquisition”).
Consideration
On the terms and subject to the conditions set
forth in the Purchase Agreement, which has been approved by Huntsman Corporation’s and Huntsman’s respective board of directors
and board of managers, at the closing of the Acquisition (the “Closing”), Archroma will purchase the Business for total
consideration of $717,573,000 (the “Purchase Price”). The Purchase Price is subject to Closing and post-Closing adjustments
for deviations from net working capital, net indebtedness and assumed net underfunded pension obligations of the Business and a portion
of Purchase Price, not to exceed $80,000,000, will be in the form of preferred equity certificates of the Archroma Financing Party (an
indirect parent of Archroma Operations).
Conditions to the Acquisition
The consummation of the Acquisition is subject
to certain closing conditions, including, among others, (a) the absence of adverse laws or orders, (b) the approval of the Acquisition
under the relevant laws in Brazil, China, Colombia, Germany, India, Pakistan and Vietnam, (c) the representations and warranties
of Huntsman, Archroma and Archroma Germany being true and correct, subject to the materiality
standards contained in the Purchase Agreement, (d) material compliance by each party with its covenants, and (e) other conditions
and closing deliverables as further described in the Purchase Agreement.
Certain Other Terms of the Purchase Agreement
The Purchase Agreement contains customary representations,
warranties, indemnities and covenants, including covenants providing for Huntsman to conduct the Business in all material respects in
the ordinary course during the period between the execution of the Purchase Agreement and the Closing.
The
foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to the full text of the
Purchase Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein
by reference.
The
Purchase Agreement has been attached as an exhibit to this report to provide investors and security holders with information regarding
its terms. It is not intended to provide any other factual information about Huntsman or to modify or supplement any factual disclosures
about Huntsman in its public reports filed with the SEC. The Purchase Agreement includes representations, warranties and covenants
of Huntsman, made solely for the purposes of the Purchase Agreement and which may be subject to important qualifications and limitations
agreed to by Huntsman, Archroma and Archroma Germany in connection with the negotiated terms of the Purchase Agreement. Moreover, some
of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard
of materiality different from those generally applicable to Huntsman’s SEC filings or may have been used for purposes of allocating
risk among Huntsman, Archroma and Archroma Germany rather than establishing matters as facts.
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. Huntsman has 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 cost savings related to the contemplated transaction, the plans, objectives, expectations
and intentions of Huntsman, the expected timing of the completion of the contemplated transaction. Such statements are based on the current
expectations of the management of Huntsman and 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 Huntsman
nor any of its 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; 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; 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; and
other risks and uncertainties discussed in Huntsman’s filings with the SEC, including the “Risk Factors” section of
Huntsman’s annual report on Form 10-K for the fiscal year ended December 31, 2021. You can obtain copies of Huntsman’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 Huntsman does not undertake 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.