Venator completes acquisition of European TiO2 paper laminates business from Tronox

• The acquisition of the European TiO2 paper laminates business from Tronox has been completed.
• A total cash consideration of €8M is payable in instalments over the next two years.
• A Transitional Supply Agreement is in effect until manufacturing transfer is completed.
• A US$75M "break-fee" is due from Tronox promptly, and by no later than May 13, 2019.

Venator Materials PLC has completed its acquisition of the European titanium dioxide ("TiO2") paper laminates business (the "8120 Grade").

Tronox will supply the 8120 Grade product to Venator under a Transitional Supply Agreement for an initial term of two years, and extendable up to three years, to allow for the transfer of the manufacturing of the 8120 Grade to Venator’s Greatham, UK, facility.

Total cash consideration is €8M: €1M has been paid upon closing and the remainder is to be paid evenly in the second quarter of 2020 and 2021, respectively.

Venator and Tronox also agreed in the July 14, 2018 agreement that Tronox will promptly pay Venator a "break fee" of US$75M upon consummation of the Tronox/Cristal merger (and, now, by no later than May 13, 2019) once the sale of the European paper laminates business to Venator has been consummated if the sale of the Ashtabula complex to Venator has not been completed.

Simon Turner, President and CEO of Venator, commented: "The acquisition by Venator of the European paper laminates business fulfils the remaining condition to Tronox’s obligation to promptly pay Venator the break fee due no later than May 13, 2019, under our July 14, 2018, agreement. We intend to vigorously enforce our agreement, if necessary."