Tronox Limited
Tronox Ltd (Form: 8-K, Received: 12/20/2017 09:38:39)

Washington, D.C. 20549




Date of Report (Date of earliest event reported):   December 20, 2017 (December 20, 2017)

(Exact name of registrant as specified in its charter)

Western Australia, Australia
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

263 Tresser Boulevard, Suite 1100
Lot 22 Mason Road
Stamford, Connecticut 06901
Kwinana Beach, WA 6167 Australia

 (Address of principal executive offices, including zip code)

(203) 705-3800
(Registrant’s telephone number, including area code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01.
Regulation FD Disclosure.

On December 20, 2017, Tronox Limited issued a press release announcing Tronox’s continued engagement with the European Commission following its initiation of a Phase II review of the company’s planned acquisition of the titanium dioxide business of Cristal , a privately held global chemical and mining company headquartered in Jeddah, Saudi Arabia.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Such information, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.
Financial Statements and Exhibits.


Press Release, dated December 20, 2017.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

/s/ Richard L. Muglia
Date: December 20, 2017
Richard L. Muglia
Senior Vice President, General Counsel and Secretary

Exhibit 99.1
Tronox to Continue Engagement with the European Commission Regarding the Planned Acquisition of Cristal TiO 2

STAMFORD, Conn., December 20, 2017 -- Tronox Limited (NYSE: TROX) today confirmed that the European Commission has initiated a Phase II review of the company’s planned acquisition of the titanium dioxide (TiO 2 ) business of Cristal, a privately held global chemical and mining company headquartered in Jeddah, Saudi Arabia.  The commission would have up to 90 working days, a period that may be extended or shortened, to make a final decision on whether the proposed transaction would significantly impede effective competition in the European Economic Area.

Tronox Chief Executive Officer Jeffry N. Quinn said: “We remain actively engaged with representatives of the European Commission as they continue their analysis of our planned acquisition of Cristal’s TiO 2 business.  We believe this highly synergistic acquisition will enhance competition in the global TiO 2 industry and benefit our customers around the world.  We look forward to our ongoing engagement with the Commission to secure approval for this transaction in a timely manner.”

The transaction has been unconditionally cleared in Australia, China, New Zealand, Turkey, South Korea and Colombia.  Reviews in the U.S. and Saudi Arabia are ongoing.

About Tronox

Tronox Limited is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. For more information, visit

About Cristal

Cristal (also known as The National Titanium Dioxide Company Limited) operates eight manufacturing plants in seven countries on five continents and employs approximately 4,100 people worldwide.  Cristal is owned 79 percent by Tasnee (a listed Saudi joint-stock company) and 20 percent by Gulf Investment Corporation (GIC), a company equally owned by the six states of the Gulf Cooperation Council (GCC), headquartered in Kuwait.  One percent of the company is owned by Dr. Talal Al-Shair, who also serves as vice chairman, Tasnee and chairman of Cristal.

Media Contact: Bud Grebey
Direct: +1.203.705.3721

Investor Contact: Brennen Arndt
Direct: +1.203.705.3730