Tronox Holdings plc (NYSE:TROX) signed a definitive agreement to acquire Tizir Titanium & Iron As from TiZir Limited for approximately $300 million on May 14, 2020. Moreover, the agreement with Tronox includes a supply contract of ilmenite for TTI. The terms provide for an additional Consideration meaning an amount calculated by multiplying the Base Consideration of $300 million by 3% per annum (accruing daily on the basis of a 365-day year) for the number of days in the period commencing on (and excluding) the Locked Box Date and ending on (and including) the Completion Date. Tronox placed $18 million into an escrow account with a third-party financial institution. The consideration will be funded with cash from the balance sheet. Tronox is required to pay to Eramet S.A. a termination fee of $20 million if the agreement is terminated as a result of a failure to satisfy certain regulatory approvals prior to May 13, 2021. The purchase price represents a synergy-adjusted multiple of approximately 5.2 times FY 2019 Adjusted EBITDA. Tizir Titanium & Iron As sales reached €154 million ($172.82 million) and EBITDA €38 million ($42.64 million) in 2019. The transaction is subject to certain consents and customary closing conditions including consents from the Norwegian Ministry of Petroleum and Energy and the board of directors of Aktieselskabet Tyssefaldene and approval of German Federal Cartel Office. The transaction has received unanimous approvals of Tronox and Eramet Boards of Directors. The transaction has been notified to the Competition and Markets Authority where the initial period for the merger inquiry will commence from November 5, 2020 with a deadline for the decision set to January 4, 2021. On January 4, 2021, The Competition and Markets Authority’s (CMA) initial, Phase 1, investigation found that Tronox intends to use all of TTI’s chloride slag in its own production of titanium dioxide and halt future sales of chloride slag to third parties. This would leave Rio Tinto, TTI’s main chloride slag competitor, with what is effectively a monopoly position. Competition and Market Authority has decided to refer the proposed acquisition by Tronox to a Phase 2 investigation unless an offer of satisfactory remedies is made by Tronox in the coming days. The transaction has an initial longstop date of 12 months to the date of signing the agreement. The agreement includes provision to extend this longstop date. As of July 30, 2020, close of the transaction, which we anticipate to occur before May 13, 2021. The transaction is expected to achieve $15 million to $20 million in run-rate synergies in year three. Credit Suisse (USA), Inc. acted as financial advisor to Tronox Holdings plc. Cleary Gottlieb Steen & Hamilton LLP and Wikborg Rein & Co. acted as legal advisors to Tronox Holdings plc. Coffee, Fiona, Lewis, David, Boyd, Sarah, Higgs, Olivia, Tailor, Faeezah, Bomsztyk, Dan, Whiteoak, Lewis, Nourry, Alex, Harrison, Daniel, Katuscakova, Edita, Ryan, Amy, Cornell, Timothy, Concklin, Brian, Schoenstein, Laurent, Lebreton, Gilles, Greenberg, Simon, Petet, Xavier, Besen, Marc, Slobodenjuk, Dimitri, Kalic, Nadia, Neidle, Dan and Carty, Helen of Clifford Chance LLP acted as legal advisor to TiZir Limited. HSBC France SA acted as financial advisor to Eramet, the parent company of TiZir Limited. Tronox Holdings plc (NYSE:TROX) cancelled the acquisition of Tizir Titanium & Iron As from TiZir Limited on January 18, 2021. The transaction has been terminated as despite Tronox's proposal of substantial remedies, the CMA has decided to refer the proposed acquisition to a Phase 2 investigation. Tronox gave Eramet notice unilaterally terminating its agreement to acquire the TTI business which subsequently stops the sale process. This termination will trigger the payment by Tronox of a $18 million break fee.