Venator To Continue Negotiations with Tronox Regarding Cristal's Ashtabula, Ohio Complex

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Oct 01, 2018, 06:30 ET

WYNYARD, UK, Oct. 1, 2018 /PRNewswire/ -- Venator Materials PLC ("Venator") (NYSE: VNTR) today announced the expiration of the exclusivity period under its July 14, 2018, agreement with Tronox Limited ("Tronox") concerning the possible divestiture to Venator of the Ashtabula, Ohio, titanium dioxide complex owned by The National Titanium Dioxide Company Limited ("Cristal"). Pursuant to the July 14 agreement, Venator intends to continue to negotiate with Tronox, on a nonexclusive basis, definitive terms of the potential divestiture to Venator.

On July 16, 2018, Venator announced it had reached a separate agreement with Tronox to purchase its European paper laminates business, a divestiture required of Tronox by the European Commission in order for Tronox to proceed with its proposed acquisition of Cristal's global TiO2 business.

Venator and Tronox also agreed in the July 14 agreement that Tronox will promptly pay Venator a "break fee" of $75 million upon consummation of the Tronox/Cristal merger if the sale of the European paper laminates business to Venator has been consummated but the sale of the Ashtabula complex to Venator has not been completed.

About Venator
Venator is a global manufacturer and marketer of chemical products that comprise a broad range of pigments and additives that bring color and vibrancy to buildings, protect and extend product life, and reduce energy consumption. We market our products globally to a diversified group of industrial customers through two segments: Titanium Dioxide, which consists of our TiO₂ business, and Performance Additives, which consists of our functional additives, color pigments, timber treatment and water treatment businesses. We operate 25 facilities, employ approximately 4,500 associates worldwide and sell our products in more than 110 countries.

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Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements represent Venator's expectations or beliefs concerning future events, and it is possible that the expected results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Venator's control, that could cause actual results to differ materially from the results discussed in the forward-looking statements, including our ability to transfer technology and manufacturing capacity from our Pori, Finland manufacturing facility to other sites in our manufacturing network, the costs associated with such transfer, losses due to business interruption from the fire, the possibility that Tronox may not be required to divest the Ashtabula complex in connection with its proposed merger with Cristal, the failure to consummate the proposed Tronox transactions when expected or at all, the possibility that any synergies and cost savings associated with the proposed Tronox transactions may not be fully realized or may take longer to realize than expected, or the ability to integrate successfully the Ashtabula assets if acquired.

Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Venator does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Venator to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Venator's Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC, and in its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The risk factors and other factors noted therein could cause its actual results to differ materially from those contained in any forward-looking statement.

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