From Deseret News archives:
Huntsman Corp. wins case
Apollo must comply with purchase agreement
In a 91-page ruling, Delaware Chancery Court Judge Stephen Lamb stated Apollo and Hexion Specialty Chemicals Inc. — the company through which Apollo intended to buy Huntsman — had "knowingly and intentionally" breached their obligations by trying to back out of a July 12, 2007, purchase agreement to buy Salt Lake City-based Huntsman.
"Under the merger agreement, Hexion had no right to terminate the agreement based on potential insolvency of the combined company or due to lack of financing," Lambert wrote.
A Hexion spokesperson did not respond to an e-mail request for comment Monday night.
Huntsman sells epoxy resins, polyurethanes and other specialty chemicals. The company is based in Salt Lake City, but it operates from The Woodlands, Texas.
Huntsman Corp. president and CEO Peter Huntsman said the Huntsman family is elated over the judge's ruling.
"Personally, it is everything I was hoping it to be and then some," he said.
His father, Jon Huntsman Sr., company founder and chairman, could barely speak when he heard the ruling, Peter Huntsman said.
"He broke down," he said. "He just started crying. He was so emotional after all that he has been through."
The ruling not only bodes well for the Huntsman family, it also bears substantial benefits for Utah, Peter Huntsman said. If the company is sold as planned, an estimated $700 million will go toward Jon Huntsman Sr.'s humanitarian and philanthropic endeavors, particularly in cancer research. But those goals were bogged down by Hexion's attempts to terminate the agreement by claiming Huntsman was insolvent.
"They accused us of not running our business well," Peter Huntsman said. "They accused us of a number of misdeeds."
On June 26, 2007, Huntsman, the sixth-largest U.S. chemical company, announced it would be sold to New York-based Access Industries Holdings LLC through its Basell Holding BV chemical unit of the Netherlands for $5.88 billion, or about $25.25 per share.
Three days later, Apollo upped the ante with a $6.54 billion offer, or about $28 per share. Apollo planned to purchase Huntsman through Hexion — based in Columbus, Ohio — a company it formed through several acquisitions.
On June 18, Apollo and Hexion filed a complaint in Delaware Chancery Court to back out of the deal, saying it was no longer viable because Huntsman's debt had increased and profits wouldn't meet previous forecasts. In the lawsuit, they said that lenders Credit Suisse Group and Deutsche Bank A may not finance the deal because the combined companies would be insolvent.
