Tronox to Acquire Norwegian Titanium Smelting Facility

Tronox Holdings plc (NYSE:TROX) (“Tronox” or the “Company”), a leading integrated manufacturer of titanium dioxide pigment, today announced that it has signed a definitive agreement to acquire the TiZir Titanium and Iron (“TTI”) business from Eramet S.A., a publicly traded French multinational mining and metallurgy company, for approximately $300 million. TiZir’s TTI facility, located in Tyssedal, Norway, upgrades ilmenite to produce high-grade titanium slag and high-purity pig iron with an annual capacity of approximately 230,000 tons and 90,000 tons, respectively.

“This highly strategic acquisition represents the next step in advancing our vertical integration strategy, providing Tronox with increased titanium feedstock capacity to better fulfill our internal requirements, and in turn, better serve our pigment customers with a low-cost, secure source of supply. The site is ideally situated to supply feedstock to our European pigment facilities,” commented Jeffry N. Quinn, chairman and chief executive officer of Tronox.

“The technology and manufacturing capabilities acquired will lower our cost of obtaining the feedstocks we need to run our pigment plants, broaden the geographic diversity of our titanium feedstock operations, and improve the likelihood of a successful commissioning, ramp up, and eventual acquisition of the Jazan smelter. TTI is a great complement to Tronox because of a shared focus on operational excellence, safety and sustainability. We are excited about the opportunities created by the addition of this well-established, high-quality asset to the Tronox portfolio,” added Mr. Quinn.

As part of the transaction, Tronox will enter a supply agreement with Eramet’s Grande Côte Operations mineral sands mine in Senegal to provide Grande Côte’s ilmenite to TTI. For the first two years, Tronox expects the Grand Côte mine will supply substantially all of TTI’s requirements, but the volumes sold reduces throughout the term of the agreement, allowing Tronox the flexibility to supply TTI from its own mineral sands assets or other sources.

The $300 million purchase price represents a synergy-adjusted multiple of approximately 5.2x FY 2019 Adjusted EBITDA and will be funded with cash from the balance sheet. The transaction is expected to achieve $15-20 million in run-rate synergies in year three. The transaction has received the unanimous approval of the Tronox and Eramet boards of directors and is subject to certain consents and customary closing conditions including regulatory approvals.

Credit Suisse is acting as financial advisor to Tronox for the transaction and Cleary Gottlieb Steen & Hamilton LLP and Wikborg Rein are Tronox’s legal advisors.

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