DL Chemical Co., Ltd. entered into an agreement to acquire Kraton Corporation (NYSE:KRA) from a group of shareholders for $1.6 billion on September 27, 2021. Under the terms of the agreement, Kraton stockholders will receive $46.5 in cash for each share of Kraton common stock they own. The merger agreement also provides that all outstanding awards of restricted stock units, notional units and phantom units, will be cancelled and converted into the right to receive an amount in cash. Each “in-the-money” option will be cancelled and converted into the right to receive the excess of the per share merger consideration over the per share exercise price of such option with respect to each share of company common stock. The transaction will be funded by a portion of the proceeds of the debt financing, together with available cash of DL Chemical Co. On September 27, 2021, DL Chemical entered into a debt commitment letter for debt financing in an aggregate principal amount of up to $1.75 billion. Post-acquisition, Kraton Corporation will operate as a wholly owned subsidiary of DL Chemical Co., Ltd. On March 8, 2022, in connection with the completion of the deal, Kraton notified the New York Stock that the parties to the agreement expected to consummate the deal on March 15, 2022 and requested that the trading of Kraton common stock on the NYSE be suspended prior to market open on March 15, 2022, and that the listing of Kraton common stock on the NYSE be withdrawn. On January 28, 2022, in connection with the merger, Kraton delivered full conditional notices of redemption to redeem 4.25% Senior Notes due 2025 and 5.25% Senior Notes due 2026. DL Chemicals will pay a fee of $63 million to Kraton in case DL Chemical terminates the agreement and Kraton will pay a fee of $63 million to DL Chemical in case Kraton terminates the agreement. Post transaction, Kraton's common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.

Upon the closing of the merger, Holger Jung and Marcello Boldrini will lead Kraton as Co-Chief Executive Officers with a “one organization” mindset. Holger Jung currently serves as Kraton's Senior Vice President & Polymer Segment President. Marcello Boldrini currently serves as Kraton's Senior Vice President, Chief Sustainability Officer & Chemical Segment President. Kraton's Polymer and Chemical segments will continue to be directed by Jung and Boldrini and will be independently led by their respective new leadership teams to be appointed in due course. As a result of this new management structure, Kevin M. Fogarty, Atanas H. Atanasov and James L. Simmons, Kraton's current President and Chief Executive Officer; Executive Vice President, Chief Financial Officer and Treasurer; and Senior Vice President and General Counsel, respectively, will leave Kraton upon consummation of the transaction.

The transaction is subject to approval by the stockholders of both Kraton and DL Chemical, the expiration or termination of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well as the receipt of certain antitrust approvals outside of the United States, receipt of clearance from the Committee on Foreign Investment in the United States, and other customary closing conditions. The agreement does not contain a financing condition. The merger agreement was unanimously approved by Kraton's Board of Directors which has recommended that Kraton stockholders vote in favor of the transaction. On November 12, 2021, the HSR Waiting Period expired. As of November 17, 2021, the Kraton and DL Chemical received CFIUS Clearance. Kraton will hold a special meeting of Kraton stockholders on December 9, 2021. As of December 9, 2021, the shareholders of Kraton Corporation have approved the deal. As on March 11, 2022, all the closing conditions to the transaction have been satisfied or been waived by the parties. The transaction is expected to close by the end of the first half of 2022. As of December 27, 2021, the acquisition is expected to close in the first half of 2022. As of January 28, 2022, the transaction is expected to close by the end of the first quarter of 2022. As on March 11, 2022, the transaction is expected to consummate on March 15, 2022, prior to market open on the New York Stock Exchange.

Daniel Kim, Andor Terner, Onur Surmeli, of O'Melveny & Myers LLP acted as legal advisors to DL Chemical and partner Sung Pak and counsel Adam Longenbach are advising on the acquisition financing aspects. Jonathan B. Newton, Heath Trisdale, and Rob LeClerc of King & Spalding LLP acted as legal advisors to Kraton. J.P. Morgan Securities LLC acted as financial advisor to Kraton and provided fairness opinion to the Kraton's Board of Directors. Goldman Sachs (Asia) L.L.C. (Seoul Branch) acted as financial advisor to DL Chemical. D.F. King & Co., Inc. acted as proxy solicitor to Kraton. Kraton has agreed to pay J.P. Morgan an estimated fee of approximately $32 million, $3 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion and the remainder of which is contingent and payable upon the consummation of the merger.