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Bär & Karrer Ltd.

BRANDSCHENKESTRASSE 90, 8027 ZÜRICH, SWITZERLAND
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Work +41 58 261 50 00
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Fax +41 58 261 50 01
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www.baerkarrer.ch
Geneva, Lugano, Zug, Zurich

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Bär & Karrer Advises Huntsman Corporation on All-stock Merger of Equals with Clariant

May 2017

On 22 May 2017, SIX Swiss Exchange (SIX) listed Clariant AG and Huntsman Corporation, which is listed on the New York Stock Exchange (NYSE), announced that their Boards of Directors approved a definite agreement to combine in a cross-border merger of equals through an all-stock transaction. The combination of both companies will create a leading global specialty chemical company with a combined enterprise value of approximately USD 20 billion at announcement.

The transaction will be structured as a cross-border reverse triangular merger with Clariant remaining as the parent company. The merged company will be named HuntsmanClariant and will have a dual stock exchange listing on SIX and NYSE. Clariant and Huntsman will be equally represented on HuntsmanClariant's Board of Directors. Clariant will appoint the Chairman and the CFO and Huntsman will appoint the CEO and Vice-Chairman of HuntsmanClariant. The transaction is expected to close by the end of 2017, subject to Clariant's and Huntsman's shareholder approvals, regulatory approvals and other customary closing conditions.

Bär & Karrer acts as Swiss legal counsel to Huntsman in connection with the merger, while Kirkland & Ellis, the team of which is led by David Fox, acts as US legal counsel. The Bär & Karrer team is led by Dieter Dubs (M&A) and includes Susanne Schreiber, Peter Reinarz, Lukas Scherer (all Tax), Urs Kägi, Fabienne Perlini-Frehner, Célia Jimenez, Adam El-Hakim, Basil Hotz (all Corporate/M&A), Laura Widmer (Employment) and Charles Gschwind (Real Estate).

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