Court orders Hexion to conclude Huntsman merger

30 September 2008

Huntsman Corporation today announced the decision of the Delaware Court of Chancery to enter judgment in favour 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 rejected by the Chancery Court.

Hexion Specialty Chemicals Inc has filed a suit to cancel its $10.6 billion acquisition of Huntsman Corporation because, it said, a merger would make the combined company insolvent and no bank would finance the deal. (See: Hexion files suit to cancel its $10.6 billion Huntsman deal) 

Hexion had agreed to acquire Salt Lake City-based Huntsman for $28 a share. Hexion to acquire Huntsman for $ 10.6 billion 

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.