Tronox Completes Divestiture of 8120 Paper-Laminate Product Grade to Venator

STAMFORD, Conn., April 26, 2019 /PRNewswire/ -- Tronox Holdings plc (NYSE: TROX) ("Tronox" or the "Company"), the world's largest vertically integrated producer of titanium dioxide pigment, today announced it has completed the divestiture of its 8120 paper-laminate product grade to Venator Materials PLC (NYSE: VNTR) ("Venator"). Divestiture of this product grade to Venator was pursuant to the approval granted to Tronox by the European Commission in connection with Tronox's acquisition of the titanium dioxide ("TiO₂") business of The National Titanium Dioxide Company Limited ("Cristal") which was consummated on April 10, 2019.

Under the Memorandum of Understanding ("MOU") with Venator, which was entered into contemporaneously with the signing of the 8120 divestiture transaction in July 2018, the parties agreed a $75 million break fee would become payable if, among other things, the parties, despite negotiating in good-faith and in conformity with the terms in the MOU, failed to reach a definitive agreement for the sale of Cristal's North American operations and Tronox was able to consummate both the Cristal transaction and the 8120 paper-laminate product grade transaction.

"We believe that Venator's failure to negotiate in good faith to purchase Cristal's North American operations for $1.1 billion, as contemplated by the MOU, and its failure to otherwise comply with the MOU obviates Tronox's need to pay the break fee. Due to Venator's failure to adhere to the terms of the MOU, Tronox ultimately was forced to sell Cristal's North American operations for $700 million, substantially less than was contemplated by the MOU," said Jeffry N. Quinn, chairman and chief executive officer of Tronox. "Despite our fundamental disagreement over the consequences of Venator's actions under the MOU, it is our hope to resolve this matter through negotiation, but are prepared to defend our position if necessary. The Company will have no further comment at this time with respect to these discussions."

Quinn added, "Tronox will instead continue to focus on unlocking the substantial value created by our transformative acquisition of Cristal for the benefit of our shareholders, customers and employees."

About Tronox

Tronox Limited is one of the world's leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium dioxide products and high-purity titanium chemicals; and zircon. We mine titanium-bearing mineral sands and operate upgrading facilities that produce high-grade titanium feedstock materials, pig iron and other minerals. With nearly 7,000 employees across six continents, our rich diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain, position Tronox as the preeminent titanium dioxide producer in the world. For more information about how our products add brightness and durability to paints, plastics, paper and other everyday products, visit Tronox.com.

Media Contact: Melissa Zona

+1 636.751.4057

Investor Contact: Brennen Arndt

 +1 646.960.6598

Web Site: https://www.tronox.com

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