DL Chemical Co., Ltd. entered into an agreement to acquire Kraton Corporation from a group of shareholders for $1.6 billion.
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.