Following Federal Trade Commission Staff Recommendation to Challenge Transaction, Tronox Holding plc. Abandons Proposed Acquisition of TiZir Titanium and Iron

Federal Trade Commission Votes to Close Investigation

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Given Tronox Holdings plc.’s announcement that it has abandoned its acquisition of TiZir Titanium and Iron, the Federal Trade Commission has closed its investigation into the proposed acquisition.

Tronox is one of the largest producers of titanium dioxide pigment and TTI is one of the few producers globally of chloride slag, a key input used to make titanium dioxide pigment, which provides color and opacity for products such as paint, plastics, and paper.

FTC staff thoroughly investigated the proposed acquisition, particularly the potential for vertical harm. As a result, staff had recommended that the Commission challenge the transaction. FTC staff cooperated closely with staff of the U.K. Competition and Markets Authority throughout the investigation.

“The proposed deal threatened to cut competitors off from the supply of a key input, which would have resulted in higher prices for a widely used industrial pigment. Now that the parties have abandoned their transaction, the market will not face this vertical threat to competition,” said Acting Chairwoman Rebecca Kelly Slaughter. “I thank the staff for their hard work in this case, as well as our partners at the CMA for their cooperation throughout the investigation.”

In 2017, the Commission sued to block Tronox’s acquisition of rival pigment manufacturer Cristal, and the district court enjoined the merger pending an administrative trial.  After the Administrative Law Judge found that the acquisition would likely substantially lessen competition, Tronox agreed to settle the charges, resulting in the divestiture of Cristal’s North American titanium dioxide assets to Ineos. Staff raised serious concerns that the follow-up deal would have led to anticompetitive effects in the same market at issue in that earlier case.

The Commission vote to disclose the existence of the investigation and close it was 5-0.

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