|17 April, 2019

Clifford Chance and AS&H advises leading Saudi chemicals producer Cristal on the completion of its cross border sale of titanium dioxide business to Tronox

The transaction, with an overall value of over US$2 billion in cash and share consideration involved complex restructurings in various jurisdictions

Clifford Chance and Abuhimed Alsheikh Alhagbani Law Firm in co-operation with Clifford Chance (AS&H), have advised National Titanium Dioxide Company (Cristal) in relation to the completed sale of its domestic and international titanium dioxide (TiO2) business to Tronox Limited (Tronox), in return for US$1.673 billion cash and 24% of the shareholding in Tronox. The transaction was completed on 10 April 2019.

Cristal is a subsidiary of Saudi Arabia's National Industrialization Co. (Tasnee), one of Saudi Arabia's largest industrial companies, and Tronox is an American chemical company, listed on the New York Stock Exchange.

Cristal operates eight TiO2 manufacturing plants in Australia, Brazil, China, France, Saudi Arabia, the United Kingdom and the United States. Cristal also operates mines in Australia and Brazil, and a research and development centre and a titanium metal powder plant in the United States.

This complex transaction required the involvement of an experienced cross-jurisdictional and cross-practice team of Clifford Chance lawyers, based across the Firm's international network of offices, including New York, Washington D.C., London, Dubai, Sydney, and the AS&H team based in Riyadh.

The AS&H team was led by partner Majid Al-Sheikh, Head of Corporate, who was supported by Rizwan Butt and Abdullah Al-Humaidan. The Clifford Chance team was co-led by partner Sarah Jones and Edmund Boyo who were supported by Yeon Yoon, Katherine Chang and Eugene Hwang and Philip Wagman (partner) and Lauren Clarke in Clifford Chance M&A and Tax teams in the US respectively as well as our lawyers in Amsterdam, Australia and London.

Majid Al-Sheikh, who led the AS&H team, added: "We are delighted to have worked with Cristal on this landmark transaction. This work reflects the strength of our M&A practice in Saudi Arabia. We were able to effectively deal with numerous complex issues that arose during this transaction across various fields including corporate, antitrust, labour and regulatory matters."

Sarah Jones who co-led the Clifford Chance team, commented: "We are proud to have advised Cristal on this transformational transaction for Cristal and the petrochemicals sector in the Kingdom. Given the strength and depth of our global network, together with our renowned capabilities in Saudi Arabia through AS&H, Clifford Chance was ideally placed to provide Cristal with seamless advice on both the international and Saudi aspects of the transaction.”

For further information about AS&H in co-operation with Clifford Chance seewww.ashlawksa.com.

For more information about Clifford Chance see www.cliffordchance.com.

For further information about this release contact:

Mohammed Bahelmi on +966 11 481 9725 ormohammed.bahelmi@ashlawksa.com

Roshan Khan on +971 4 503 2661 or roshan.khan@cliffordchance.com

1. Abuhimed Alsheikh Alhagbani Law Firm (AS&H) in co-operation with Clifford Chance is Saudi Arabia's leading law firm. It commenced operations in November 2016 and delivers world class legal services in the Kingdom of Saudi Arabia. AS&H in co-operation with Clifford Chance has had a long term presence in the market: between 2014 – 2016 as Clifford Chance Law Firm in Saudi Arabia; and between 1998 – 2014 as Al-Jadaan & Partners Law Firm in co-operation with Clifford Chance.

2. AS&H in co-operation with Clifford Chance has eight partners (of whom three are seconded from Clifford Chance), more than any other law firm in the Kingdom, offering Saudi and international clients the greatest depth of top Saudi and internationally qualified foreign lawyers as well as continuity and stability. The team's cutting edge work and commitment to clients has been consistently recognised by all the major legal directories and commentaries and the team has won more awards than any other Saudi law firm.

3. Clifford Chance is one of the world's pre-eminent law firms with significant depth and range of resources across five continents. As a single, fully integrated, global partnership, we pride ourselves on our approachable, collegiate and team based way of working. We always strive to exceed the expectations of our clients, which include corporates from all the commercial and industrial sectors, governments, regulators, trade bodies and not for profit organisations. We provide them with the highest quality advice and legal insight, which combines the firm's global standards with in-depth local expertise.

4. Clifford Chance was ranked 'Band 1' in more cross-border tables than any other firm in the Chambers Global 2018 Directory. This independent analysis focuses on firms' legal ability, professional conduct, client service, and commercial awareness, and these rankings provide outstanding recognition for the firm's breadth of expertise and consistency of quality across global markets.

© Press Release 2019

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