US trade regulator rejects Tronox-Cristal merger proposal

US-based mining firm, Tronox Ltd., received an initial decision by the US Federal Trade Commission’s chief administrative law judge (ALJ), rejecting the firm’s plan to acquire the titanium dioxide (TiO₂) business of National Titanium Dioxide Ltd. (Cristal), it said in a statement on Tuesday.

The decision said the deal may substantially lessen competition for the sale of chloride-based TiO₂ in North America.

"Although Tronox is disappointed by the ALJ's decision, we continue to believe this output-enhancing combination will benefit TiO₂ consumers in the US and around the world,” said Jeffry Quinn, president and chief executive officer of Tronox. 

Tronox, Cristal and INEOS Enterprises (INEOS) will continue to work with Federal Trade Commission (FTC) staff to advocate for the proposed remedy transaction of divesting the two-plant Ashtabula TiO₂ complex in Ohio to INEOS, the statement further said.

"As the owner of Ashtabula, INEOS would be a strong competitor with the expertise to increase output and efficiency, bringing a new energy to the TiO₂ industry in a way that would benefit consumers," it added.

Regulators in eight non-US jurisdictions, including the European Union (EU), have approved Tronox's proposed acquisition of Cristal.

According to data compiled by Argaam, Tronox on Dec. 5 filed a motion in the US Court, seeking permission to submit a proposed transaction to the FTC, entailing a $700 million divestiture of the Ashtabula TiO₂ complex to INEOS.

In February 2017, Tronox signed a definitive agreement to acquire the titanium dioxide (TiO2) business of Cristal, which is 79 percent-owned by National Industrialization Co. (Tasnee), for $1.673 billion of cash and Class A ordinary shares, representing 24 percent ownership in pro forma Tronox.