CC and AS&H advises Saudi chemicals producer Cristal on cross-border sale

The transaction, with an overall value of over USD2 billion in cash and share consideration involved complex restructurings in various jurisdictions.

Clifford Chance and Abuhimed Alsheikh Alhagbani Law Firm in co-operation with Clifford Chance (AS&H), have advised National Titanium Dioxide Company (Cristal) in relation to the completed sale of its domestic and international titanium dioxide (TiO2) business to Tronox Limited (Tronox), in return for USD1.673 billion cash and 24 per cent of the shareholding in Tronox. The transaction was completed on April 10, 2019.

Cristal is a subsidiary of Saudi Arabia’s National Industrialization Co. (Tasnee), one of Saudi Arabia’s largest industrial companies, and Tronox is an American chemical company, listed on the New York Stock Exchange.

Cristal operates eight TiO2 manufacturing plants in Australia, Brazil, China, France, Saudi Arabia, the United Kingdom and the United States. Cristal also operates mines in Australia and Brazil, and a research and development centre and a titanium metal powder plant in the United States.

This complex transaction required the involvement of an experienced cross-jurisdictional and cross-practice team of Clifford Chance lawyers, based across the Firm’s international network of offices, including New York, Washington D.C., London, Dubai, Sydney, and the AS&H team based in Riyadh.

The AS&H team was led by partner Majid Al-Sheikh, head of corporate, who was supported by Rizwan Butt and Abdullah Al-Humaidan. The Clifford Chance team was co-led by partner Sarah Jones and Edmund Boyo who were supported by Yeon Yoon, Katherine Chang and Eugene Hwang and Philip Wagman (partner) and Lauren Clarke in Clifford Chance M&A and Tax teams in the US respectively as well as our lawyers in Amsterdam, Australia and London.

Majid Al-Sheikh, who led the AS&H team, added, “We are delighted to have worked with Cristal on this landmark transaction. This work reflects the strength of our M&A practice in Saudi Arabia. We were able to effectively deal with numerous complex issues that arose during this transaction across various fields including corporate, antitrust, labour and regulatory matters.”

Sarah Jones who co-led the Clifford Chance team, commented, “We are proud to have advised Cristal on this transformational transaction for Cristal and the petrochemicals sector in the Kingdom. Given the strength and depth of our global network, together with our renowned capabilities in Saudi Arabia through AS&H, Clifford Chance was ideally placed to provide Cristal with seamless advice on both the international and Saudi aspects of the transaction.”