Huntsman Corp. recently announced the decision of the Delaware Court of Chancery to enter judgment in favor of Huntsman Corp. 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 a pending transaction.

Apollo and Hexion had alleged that Huntsman was not entitled to a $325 million breakup 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 soundly rejected by the Chancery Court.

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. The Court further ordered that if the closing had not occurred by Oct. 1, the Merger Agreement Termination Date would be extended until the Court determined that Hexion had fully complied with the Court’s order.

In addition to denying the relief sought by Apollo and Hexion, the Chancery Court also found that Hexion had breached a number of obligations and covenants under the Merger Agreement, and that such breaches were knowing and intentional and directed by Apollo.

Huntsman continues to seek damages exceeding $3 billion in its Texas lawsuit against Apollo and its partners Leon Black and Joshua Harris.

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