Tronox Limited
Tronox Ltd (Form: PREM14A, Received: 06/30/2017 17:34:20)

TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant   ☒

Filed by a Party other than the Registrant    o

Check the appropriate box:

☒   Preliminary Proxy Statement

o     Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o    Definitive Proxy Statement

o    Definitive Additional Materials

o    Soliciting Material Pursuant to §240.14a-12

TRONOX LIMITED
(ACN 153 348 111)
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

o
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
(1)
Title of each class of securities to which transaction applies:
Class A ordinary shares
 
(2)
Aggregate number of securities to which transaction applies:
37,580,000 shares of Tronox Limited Class A ordinary shares
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
The filing fee was calculated based on the value of the transaction, which was computed as the sum of (A) 37,580,000 shares of Tronox Limited Class A ordinary shares multiplied by $14.095 per share, that being the average of the high and low prices reported on the New York Stock Exchange for such shares on June 28, 2017, plus (B) $1,673,000,000 in cash to be paid in the transaction. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined at the rate of $115.90 per million.
 
(4)
Proposed maximum aggregate value of transaction:
$2,202,690,100.00
 
(5)
Total fee paid:
$255,291.78    
o
Fee paid previously with preliminary materials.   
o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.   
 
(1)
Amount Previously Paid:
 
 
(2)
Form, Schedule or Registration Statement No.:
 
 
(3)
Filing Party:
 
 
(4)
Date Filed:
 

TABLE OF CONTENTS

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED JUNE 30 , 2017


TRANSACTION PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Shareholder:

We cordially invite you to attend a special meeting of the shareholders of Tronox Limited, which we refer to as “Tronox,” “we,” “us” or “our,” to be held on [•], 2017 at [10:00 a.m.], U.S. Eastern Time, at the Stamford Marriott Hotel, 243 Tresser Boulevard, Stamford, CT 06901 U.S.A.

Tronox entered into a transaction agreement with The National Titanium Dioxide Company Limited (“Cristal”) and Cristal Inorganic Chemicals Netherlands Coöperatief W.A. (“Cristal Netherlands”) on February 21, 2017, under which the parties have agreed to the acquisition by Tronox of the TiO 2 business of Cristal (primarily through the acquisition of the stock of Cristal Inorganic Chemicals Netherlands BV (“Cristal BV”)). The Tronox board of directors is proposing the transaction because it believes the acquisition will provide substantial benefits to Tronox shareholders and is in the best interests of Tronox.

If the transaction is completed, Tronox (i) will make an aggregate cash payment equal to $1,673 million, subject to certain adjustments, to Cristal and Cristal Netherlands and (ii) will issue and deliver 37,580,000 of Tronox Class A Shares to Cristal Netherlands. Neither the cash portion nor the share portion of the transaction consideration will be adjusted to reflect changes to Tronox’s share price prior to the closing of the transaction, but the cash portion is subject to certain adjustments related to the working capital, cash on hand and certain non-current liabilities of the TiO 2 business of Cristal. Based on the closing price of Tronox Class A ordinary shares on the New York Stock Exchange (trading symbol “TROX”) on February 17, 2017, the last trading day before public announcement of the transaction, the share portion of the transaction consideration represented approximately $542 million in value.

At the special meeting of Tronox shareholders, Tronox shareholders will be asked to vote to approve the issuance of Tronox Class A Shares to Cristal Netherlands in the transaction and the resulting acquisition of interests in such Class A Shares by Cristal Netherlands and certain other persons and entities in the transaction for the purposes of Australia’s takeover laws. The proposal requires approval by a majority of the votes cast by shareholders entitled to vote on the resolution at the special meeting (whether in person or by proxy, attorney or representative).

The Tronox board of directors unanimously recommends that you vote “FOR” the approval of the proposal to be voted on by Tronox Class A Shareholders and Class B Shareholders at the special meeting, as described in the accompanying proxy statement, subject to no superior proposal emerging.

The obligations of Tronox and Cristal to complete the transaction are subject to several conditions set forth in the transaction agreement. More information about Tronox, Cristal, the special meeting and the transaction is contained in this proxy statement. We encourage you to read the entire proxy statement carefully.

Sincerely,

Peter Johnston
Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities commission determined that this proxy statement is accurate or adequate. Any representation to the contrary is a criminal offense.

This proxy statement is dated [•], 2017 and is first being mailed to the shareholders of Tronox on or about [•], 2017.

TABLE OF CONTENTS

TRONOX LIMITED
(ACN 153 348 111)
Lot 22 Mason Road
Kwinana Beach, WA, Australia 6167

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS,
CONSISTING OF A GENERAL MEETING OF ALL
SHAREHOLDERS

Notice is given that a general meeting of all shareholders of TRONOX LIMITED (the “general meeting”) will be held as set forth below.

GENERAL MEETING

Date and Time
[•], 2017 at [10:00 a.m.], U.S. Eastern Time
   
 
 
Place
Stamford Marriott Hotel
243 Tresser Boulevard
Stamford, CT 06901, U.S.A.
   
 
 
Item of Business
Proposal − Approval of the issuance of 37,580,000 Class A Shares to Cristal Netherlands in connection with the acquisition of Cristal’s TiO 2 business and the resulting acquisition of interests in such Class A Shares by Cristal Netherlands and certain other persons and entities (the “proposal”)
   
 
 
 
To consider and, if approved, pass the following resolution as an ordinary resolution:
   
 
 
 
 
“That the issuance of 37,580,000 Class A ordinary shares in Tronox Limited to Cristal Inorganic Chemicals Netherlands Coöperatief W.A. in connection with the acquisition of Cristal’s TiO 2 business be approved as required under Section 312.03 of the New York Stock Exchange’s Listed Company Manual; and the acquisition by Cristal Inorganic Chemicals Netherlands Coöperatief W.A. of 37,580,000 Class A ordinary shares in Tronox Limited, and of a relevant interest in such shares by Tronox Limited and each of the Cristal shareholder parties, as described in the proxy statement accompanying the notice convening this meeting, be approved for the purpose of Item 7 of Section 611 of the Corporations Act 2001 (Commonwealth of Australia).”
   
 
 
 
The resolution is to be proposed at the special meeting as an ordinary resolution. To be passed, the resolution must be approved by a majority of the votes cast by holders of Class A Shares and Class B Shares entitled to vote on the resolution at the special meeting.

In this notice and the accompanying proxy statement, the general meeting is sometimes referred to as the “special meeting.”

Record Date
[•], 2017 at 5:00 p.m., U.S. Eastern Time. Only those holders of shares entered on Tronox’s register of members at that time will be entitled to attend and vote at the special meeting.
   
 
 
Proxies
Each shareholder entitled to vote at the special meeting may appoint a proxy or attorney to attend and vote at the special meeting. A shareholder entitled to cast two or more votes at a special meeting is entitled to appoint two proxies for the special meeting. The shareholder may specify the proportion or number of votes that the proxy may exercise. A proxy need not be a shareholder of Tronox.

TABLE OF CONTENTS

   
 
 
 
An appointment of a proxy or an attorney is not effective unless (i) in the case of a proxy, the proxy appointment form and, if it is signed or otherwise authenticated by the shareholder’s attorney, the authority under which the appointment is signed (or a certified copy of the authority); or (ii) in the case of an attorney, the power of attorney (or certified copy of it) is received by Tronox no later than 11:59 p.m., U.S. Eastern Time on [•], 2017, either by online submission to Tronox’s proxy tabulator, mailed to 263 Tresser Boulevard, Suite 1100, Stamford, Connecticut 06901, U.S.A, or P.O. Box 305, Kwinana, Western Australia, Australia, 6167 or faxed to +1 (203) 705-3703 (U.S.A) or +61 (0) 8 9 365-1390 (Australia).
 
 
 
 
A legal entity which is a shareholder, or which has been appointed as a proxy, may appoint an individual to act as its representative at the special meeting. The representative should bring to the special meeting evidence of his or her appointment, including any authority under which it is signed, unless previously provided to Tronox.
   
 
 
Voting Exclusions for the Proposal
For the proposal to be effective under Australian law, no vote may be cast in favor of the resolution by Cristal Netherlands, any of the Cristal shareholder parties or any associate of any of them. Any such vote that is so cast will be disregarded.

BY ORDER OF THE BOARD OF DIRECTORS

Richard L. Muglia
Senior Vice President,
General Counsel and Secretary
[•], 2017

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SPECIAL MEETING TO BE HELD ON [ ], 2017

This notice of special meeting and proxy statement is available at
https://materials.proxyvote.com/Q9235V .
Except as stated otherwise, information on our website is not part of this proxy statement.

TABLE OF CONTENTS

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement incorporates important business and financial information about Tronox from other documents that are not included in or delivered with this proxy statement. The fact that this additional information is being incorporated by reference into this proxy statement should not necessarily be viewed as an indication that such information is material to your decision on how to vote on the proposal. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into this proxy statement by requesting them in writing or by telephone from Tronox at the following addresses and telephone numbers:

Tronox Limited
263 Tresser Boulevard, Suite 1100
Stamford, CT 06901, U.S.A.
Attn: Investor Relations

or

Okapi Partners LLC
1212 Avenue of Americas
New York, NY 10036
Call Collect: +1 212 297 0720
Toll Free: +1 877 274 8654

If you would like to request any documents, please do so by [ ], 2017 in order to receive them before the special meeting.

For more information, see the section entitled “Where You Can Find More Information” beginning on page 108 .

You should rely only on the information contained in, or incorporated by reference into, this proxy statement. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement. This proxy statement is dated [•], 2017. You should not assume that the information contained in, or incorporated by reference into, this proxy statement is accurate as of any date other than the date of the document in which the information appears. Neither the mailing of this proxy statement to Tronox shareholders nor the issuance by Tronox of Class A Shares in connection with the transaction will create any implication to the contrary.

This proxy statement does not constitute the solicitation of a proxy in any jurisdiction from any person to whom it is unlawful to make any such solicitation in such jurisdiction. Information contained in this proxy statement regarding Tronox has been provided by Tronox, and information contained in this proxy statement regarding Cristal has been provided by Cristal.

TABLE OF CONTENTS

TABLE OF CONTENTS

 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

i

TABLE OF CONTENTS

 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

ii

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT VOTING PROCEDURES FOR THE SPECIAL MEETING

The following are brief answers to common questions that you may have regarding the transaction agreement, the transaction, the consideration to be received in the transaction and the special meeting of Tronox shareholders. The questions and answers in this section may not address all questions that might be important to you as a shareholder of Tronox Limited, which we refer to as “Tronox.” To better understand these matters, and for a description of the legal terms governing the transaction, we urge you to read carefully and in its entirety this proxy statement, including the appendices to, and the documents incorporated by reference into, this proxy statement. The fact that additional information is being incorporated by reference into this proxy statement should not necessarily be viewed as an indication that such information is material to your decision on how to vote on the proposal. See the section entitled “Where You Can Find More Information” beginning on page 108 .

Q.   Why am I receiving these proxy materials?

A.   Tronox and Cristal have agreed to a transaction under the terms of the transaction agreement that is described in this proxy statement. A copy of the transaction agreement is attached to this proxy statement as Annex A. In order to complete the transaction, Tronox shareholders must vote to approve the issuance of 37,580,000 Class A Shares to Cristal Netherlands and the resulting acquisition of interests in such Class A Shares by Cristal Netherlands and certain other persons and entities pursuant to the transaction (the “proposal”).

The board of directors of Tronox is providing these proxy materials to you in connection with the special meeting, which will take place on [•], 2017, to obtain this approval. This proxy statement, together with its appendices, contains and incorporates by reference important information about Tronox, Cristal, the transaction and the special meeting of the shareholders of Tronox, and you should read all of the available information carefully. The fact that additional information is being incorporated by reference into this proxy statement should not necessarily be viewed as an indication that such information is material to your decision on how to vote on the proposal. The enclosed proxy allows you to vote your shares without attending the special meeting of Tronox shareholders.

Your vote is important. We encourage you to vote as soon as possible.

Q.   When and where will the special meeting be held?

A.   The Tronox special meeting will be held at the Stamford Marriott Hotel, 243 Tresser Boulevard, Stamford, CT 06901 U.S.A. at [10:00 a.m.], U.S. Eastern Time, on [•], 2017.

Q.   What is the board of directors’ voting recommendation?

A.   The Tronox board of directors has unanimously approved the proposal and recommends that you vote your shares “FOR” the proposal.

Q.   What vote is needed for the proposal to be adopted?

A.   Tronox is incorporated under the laws of Australia. To adopt the proposal, the Australian Corporations Act and our constitution require that the proposal be passed as an ordinary resolution. Under our constitution and Australian law, the proposal must be approved by a majority of the votes cast by holders of Class A Shares and Class B Shares entitled to vote on the resolution at the special meeting.

Q.   Who is entitled to vote at the special meeting?

A.   Only Class A and Class B Shareholders of record at 5:00 p.m., U.S. Eastern Time on [•], 2017 will be entitled to attend and vote at the special meeting. As of May 31, 2017, there were 67,893,737 Class A Shares outstanding and 51,154,280 Class B Shares outstanding. Each of our Class A Shares and our Class B Shares entitles its holder to one vote on all matters on which holders of such shares have the right to vote. Shareholders do not have cumulative voting rights.

Q.   Who can attend the special meeting?

A.   Attendance at the special meeting is limited to shareholders of record at 5:00 p.m., U.S. Eastern Time on [•], 2017 (or their properly appointed proxies, attorneys or representatives). Guests may be admitted, but a guest has no right to speak or vote at the special meeting. Holders of record of our shares as of 5:00 p.m., U.S. Eastern Time on [•], 2017, can vote in person at the special meeting. If you plan to attend the special meeting, you must hold your

1

TABLE OF CONTENTS

shares in your own name or have a letter from the record holder of your shares confirming your ownership and you must bring a form of personal photo identification with you in order to be admitted. We reserve the right to refuse admittance to anyone without proper proof of share ownership or without proper photo identification. If you plan to attend, please note that you may be asked to present valid identification, as more fully set forth under the section entitled “The Special Meeting—Special Meeting Admission” beginning on page 32 .

Q.   What constitutes a quorum at the special meeting?

A.   Under our constitution, the holders of a majority of outstanding Class A Shares and Class B Shares entitled to vote at the meeting constitute a quorum for the special meeting.

Q.   How do I vote?

A.   You may vote your shares in person, by telephone, by mail, or by facsimile pursuant to the instructions included elsewhere in this proxy statement, as more fully described in the section entitled “The Special Meeting—Voting Procedures” beginning on page 30 .

Q.   How are abstentions and broker non-votes treated?

A.   Both abstentions and broker non-votes of shareholders whose shares are held by holders of record present or represented at the meeting are counted for the purpose of determining whether a quorum is present. However, abstentions and broker non-votes are not counted in determining whether or not the proposal is approved. In particular, abstentions and other votes that are not cast at the meeting are not counted as votes “for” or “against” the proposal, and are not counted as votes cast. For additional information regarding abstentions and broker non-votes, see the section entitled “The Special Meeting—Quorum Requirements and Effect of Abstention and Broker Non-Votes” beginning on page 31 .

Q.   If my shares are held in street name by my broker, will my broker vote my shares for me?

A.   If you hold your shares in a stock brokerage account or if your shares are held by a bank or nominee (that is, in street name), you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your bank or broker.

Please note that you may not vote shares held in street name by returning a proxy card directly to us or by voting in person at the special meeting unless you provide a “legal proxy,” which you must obtain from your bank or broker. Under the listing requirements of the New York Stock Exchange, which we refer to as the NYSE, brokers who hold shares in street name for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters that the NYSE determines to be “nonroutine,” such as approval of the issuance of shares of the Class A Shares pursuant to the transaction agreement, without specific instructions from the beneficial owner. Broker nonvotes are shares held by a broker or nominee that are represented at the shareholders’ meetings, but with respect to which the broker or nominee is not instructed by the beneficial owner of such shares to vote on the particular proposal and the broker does not have discretionary voting power on such proposal.

If you are a beneficial owner of shares held by a broker and you do not instruct your broker on how to vote your shares, your broker may not vote your shares on the proposal.

Q.   Can I change my vote after I have returned a proxy or voting instruction card?

A:   Yes. You can change your vote at any time before your shares are voted at the special meeting. You can do this in one of three ways:

by submitting another timely, later-dated proxy by mail;
by delivering timely written notice of revocation to our Secretary; or
by attending the special meeting and voting in person.

Note, however, that to be effective for the special meeting, a later-dated proxy must be received by Tronox no later than 11:59 p.m., U.S. Eastern Time on [•], 2017, and be given in accordance with the requirements specified in the section entitled “Proxies” of the Notice of Special Meeting.

2

TABLE OF CONTENTS

If your shares are held in street name by your bank or broker, you should follow the instructions provided by your bank or broker to change your vote.

Q.   What is the cost of the proxy solicitation?

A.   Tronox bears all of the cost of the solicitation of proxies, including the preparation, assembly, printing and mailing of all proxy materials sent by it. Tronox also reimburses banks, brokers, custodians and other record holders for their costs in forwarding the proxy materials to the beneficial owners or holders of Tronox shares. Tronox and its directors, officers and executive employees also may solicit proxies by mail, personally, by telephone or by other appropriate means. No additional compensation will be paid to directors, officers or other executive employees for such services. In addition, we have retained Okapi Partners LLC, which we refer to as Okapi, to aid in the solicitation of proxies by mail, personally, by telephone, e-mail or other appropriate means. For these services, we will pay Okapi $15,000 plus certain variable fees related to calling services plus other reasonable out-of-pocket expense reimbursement.

Q.   Who can help answer my questions?

A.   Tronox shareholders who have questions about the transaction, the Class A Share issuance or the other matters to be voted on at the special meeting or who desire additional copies of this document or additional proxy cards should contact: Okapi Partners LLC, 1212 Avenue of Americas, New York, NY 10036.

3

TABLE OF CONTENTS

SUMMARY

This summary highlights selected information contained elsewhere in this proxy statement and may not contain all the information that is important to you. Accordingly, we urge you to read this proxy statement carefully and in its entirety, including the appendices attached to, and the other documents incorporated by reference into, this proxy statement, including exhibits thereto. The fact that additional information is being incorporated by reference into this proxy statement should not necessarily be viewed as an indication that such information is material to your decision on how to vote on the proposal. The page references have been included in this summary to direct you to a more complete description of the topics presented below. See also the section entitled “Where You Can Find More Information” beginning on page 108 .

References to “Tronox,” “we,” or “our” or other first person references are references to Tronox Limited. References to “Cristal” are references to The National Titanium Dioxide Company Limited. References to “Cristal Netherlands” are references to Cristal Inorganic Chemicals Netherlands Coöperatief W.A. References to “Cristal BV” are references to Cristal Inorganic Chemicals Netherlands BV. References to the “combined company” are references to Tronox after the completion of the transaction. References to “shares” are references to the ordinary shares of Tronox, including Class A ordinary shares, which we refer to as the “Class A Shares,” and Class B ordinary shares, which we refer to as the “Class B Shares.” References to “Class A Shareholders” are references to holders of Class A Shares, and references to “Class B Shareholders” refers to holders of Class B Shares. References to the “transaction,” unless the context requires otherwise, means the transactions contemplated by the transaction agreement, taken as a whole. References to the “special meeting,” unless the context requires otherwise, means the special meeting of Tronox shareholders to be held on [ ], 2017.

The Companies

Tronox (See page 28 )

Tronox Limited
Lot 22, Mason Road
Kwinana Beach, WA, Australia 6167
Telephone: +1 203 705 3722

Tronox Limited operates two vertically integrated mining and inorganic chemical businesses. Tronox TiO 2 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. Tronox Alkali mines trona ore and manufactures natural soda ash, sodium bicarbonate, caustic soda, and other compounds which are used in the production of glass, detergents, baked goods, animal nutrition supplements, pharmaceuticals, and other essential products. Tronox is a public limited company registered under the laws of the State of Western Australia, Australia, and is headquartered in Stamford, Connecticut.

Cristal (See page 28 )

The National Titanium Dioxide Company Limited
King’s Road Tower, 17th Floor, King Abdulaziz Road
P.O. Box 13586, Jeddah 21414, Kingdom of Saudi Arabia
Telephone: +066 12 224 8000

Cristal operates a vertically integrated mining and inorganic chemical business. Cristal 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. Cristal’s TiO 2 operations include manufacturing facilities, mining operations and research facilities in seven countries over five continents, including North America, South America, Australia, Europe and Asia. Cristal is a privately-held company registered under the laws of the Kingdom of Saudi Arabia and is headquartered in Jeddah, Saudi Arabia.

4

TABLE OF CONTENTS

The Transaction

A copy of the transaction agreement is attached as Annex A to this proxy statement. We encourage you to read the entire transaction agreement carefully because it is the principal document governing the transaction. For more information on the transaction agreement, see the section entitled “The Transaction Agreement” beginning on page 51 .

Form of Transaction and Consideration to be Delivered (see page 51 )

The transaction agreement provides that, subject to the terms and conditions of the transaction agreement, at the closing of the transaction and following an internal reorganization of Cristal’s TiO 2 business under which the assets and operations relating to the TiO 2 business of Cristal will be reorganized under one or more entities owned by Cristal BV, Tronox will acquire the TiO 2 business of Cristal through (i) the purchase from Cristal of certain intangible assets and a Saudi Arabian entity formed to hold certain assets in connection with the reorganization, and (ii) the purchase from Cristal Netherlands of all of the outstanding equity of Cristal BV. Although the TiO 2 business represents substantially all of Cristal’s operations, Tronox will not acquire as part of the transaction Cristal’s 50% interest in Advanced Metal Industries Cluster Company Limited (“AMIC”), a Saudi Arabian entity, which we refer to as the “Retained Cristal Business.” AMIC is currently in the construction phase of two significant projects: (i) an ilmenite slag smelting plant, located in Jizan, the Kingdom of Saudi Arabia, which is designed to produce high grade titanium feedstock, and (ii) a titanium sponge plant, located adjacent to the Cristal Yanbu TiO 2 plant, which is being developed in a joint venture with Toho Titanium Company (“Toho”).

At the closing of the transaction, Tronox (i) will make an aggregate cash payment equal to $1,673 million, subject to certain adjustments, to Cristal and Cristal Netherlands, and (ii) will issue and deliver to Cristal Netherlands 37,580,000 Class A Shares. Upon the completion of the transaction and the issuance of the Class A Shares, based on the number of shares then outstanding, Tronox shareholders prior to the transaction will own approximately 76% of Tronox’s outstanding Class A Shares and Class B Shares and Cristal Netherlands will own approximately 24% of Tronox’s outstanding Class A Shares and Class B Shares.

Recommendations of the Tronox Board of Directors (see page 37 )

After careful consideration, our board of directors unanimously approved the transaction agreement. For the factors considered by the Tronox board of directors in reaching its decision to approve the transaction agreement, see the section entitled “The Transaction—Reasons for the Transaction; Recommendation of the Tronox Board of Directors to Approve the Issuance of Class A Shares in the Transaction” beginning on page 37 . The Tronox board of directors unanimously recommends that the Tronox shareholders vote “FOR” the proposal, subject to no superior proposal emerging.

Opinion of Tronox’s Financial Advisor (see page 39 )

In connection with the transaction, Credit Suisse Securities (USA) LLC, which we refer to as “Credit Suisse,” which is serving as financial advisor to Tronox, delivered an opinion, dated February 20, 2017, to the Tronox board of directors as to the fairness, from a financial point of view and as of the date of such opinion, to Tronox of the consideration to be paid by Tronox pursuant to the transaction agreement. The full text of Credit Suisse’s written opinion, dated February 20, 2017, is attached to this proxy statement as Annex C and sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Credit Suisse in connection with such opinion. The description of Credit Suisse’s opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of Credit Suisse’s opinion. Credit Suisse’s opinion was provided to the Tronox board of directors (in its capacity as such) for its information in connection with its evaluation of the consideration to be paid by Tronox pursuant to the transaction agreement from a financial point of view to Tronox and did not address any other aspect of the transaction, including the relative merits of the transaction as compared to alternative transactions or strategies that might be available to Tronox or the underlying business decision of Tronox to proceed with the transaction. Credit Suisse’s opinion does not constitute advice or a recommendation to any shareholder as to how such shareholder should vote or act on any matter relating to the transaction or otherwise.

Interests of Directors and Officers in the Transaction (see page 47 )

Tronox’s executive officers and directors may have financial interests in the transaction that are different from, or in addition to, those of Tronox’s shareholders generally. The independent members of the Tronox board of directors

5

TABLE OF CONTENTS

were aware of and considered these interests, among other matters, in evaluating and negotiating the transaction agreement and the transaction, and in recommending to the shareholders that the proposal be approved.

In connection with the transaction, the Human Resources and Compensation Committee (the “committee”) of the Tronox board of directors created an Integration Incentive Award program which is expected to cover approximately thirty employees who will be designated in advance with specific integration tasks. As part of this program, the committee approved certain grants pursuant to Tronox’s Management Equity Incentive Plan in order to incentivize six executive employees to achieve synergies following the transaction, and to further align the compensation of these employees to the value created for Tronox’s shareholders in the transaction. Pursuant to the awards program, six executive employees were granted performance-based restricted share units (“award RSUs”) using a share price of $18.675 per share, which was the average of the opening and closing trading prices for Class A Shares on February 21, 2017. The award RSUs are subject to vesting terms based upon the achievement of at least 80% of the publicly announced synergies from the transaction by the date that is two years following the closing of the transaction (the “vesting date”). The award RSUs will vest as follows: upon the achievement of at least 80% of the publicly announced synergies from the transaction by the vesting date, 50% of the award RSUs granted will vest, with pro rata additional vesting up to 100% upon the achievement of 100% of the publicly announced synergies from the transaction by the vesting date. If the transaction is not closed by July 1, 2018, then the award RSUs granted will be forfeited.

Please see the section entitled “The Transaction—Interests of Directors and Officers in the Transaction” beginning on page 47 for additional information about those financial interests.

Board of Directors Following the Transaction (see page 47 )

In connection with the closing of the transaction, Tronox will enter into a shareholders agreement with Cristal, Cristal Netherlands and the underlying shareholders of Cristal, which we refer to collectively as the “Cristal shareholder parties” and which are more fully described in the section entitled “Additional Information Relating to Australia’s Takeover Laws—Impact of the Transaction on Cristal Shareholder Parties’ Voting Power” beginning on page 71 . As required by the terms of the transaction agreement, upon consummation of the transaction, Tronox will appoint two “Class A Directors” (as defined in Tronox’s constitution) designated by Cristal. The Cristal nominees will be determined prior to the closing of the transaction. For so long as the Cristal shareholder parties beneficially own 28,185,000 or more voting securities of Tronox, the Cristal shareholder parties have the right to nominate two Class A Directors, and for so long as the Cristal shareholder parties beneficially own greater than or equal to 15,568,333 but less than 28,185,000 voting securities of Tronox, the Cristal shareholder parties will have the right to nominate one Class A Director. The Tronox board of directors will remain its current size following the closing of the transaction; therefore, two of Tronox’s Class A Directors at the time of the closing of the transaction will be designated to resign from the Tronox board of directors prior to the closing of the transaction. Exxaro Resources Limited (“Exxaro”) will retain its right to nominate members of the Tronox board of directors in accordance with its rights under Tronox’s constitution and Tronox’s shareholders deed.

Please see the sections entitled “The Transaction—Board of Directors and Management Following the Transaction” beginning on page 47 and “The Shareholders Agreement—Board Representation” beginning on page 65 for additional information.

Regulatory Approvals Required for the Transaction (see page 48 )

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (the “HSR Act”), Tronox and Cristal must file notifications with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) and the parties must observe a mandatory pre-transaction waiting period before consummating the transaction. The parties filed the required HSR Act notification and report form on March 14, 2017. The parties also intend to file notifications with the Treasurer of the Commonwealth of Australia in accordance with the Foreign Acquisitions and Takeovers Act 1975 (the “FATA”) and have approached the Australian Competition and Consumer Commission seeking informal clearance in relation to the transaction. The parties have also filed various notifications with other antitrust authorities around the world.

Please see the section entitled “The Transaction—Regulatory Approvals Required for the Transaction” beginning on page 48 for additional information with regard to the required regulatory filings and approvals.

6

TABLE OF CONTENTS

Expected Timing of the Transaction

The parties expect that the conditions to the transaction will be satisfied or, if allowed by applicable law, waived, and that the transaction will be completed by the end of first quarter 2018. However, the parties cannot be certain when, or if, the conditions to the transaction will be satisfied or so waived, or that the transaction will be completed.

Conditions to Completion of the Transaction (see page 60 )

Conditions to Each Party’s Obligations. The respective obligations of each of Tronox and Cristal to consummate the closing are subject to the satisfaction or waiver at or prior to the closing of the following conditions:

the required Tronox shareholder approvals shall have been obtained;
the Class A Shares to be issued in connection with the transaction shall have been approved for listing on the NYSE, subject to official notice of issuance;
the termination or expiration of any waiting periods (and any extensions thereof) under the HSR Act and the approval or clearance of the transaction by the applicable governmental agencies in Australia, the People’s Republic of China, Colombia, the European Union, New Zealand, Turkey, South Korea, and the Kingdom of Saudi Arabia or the expiration or termination of any applicable waiting periods related to such approvals;
Tronox will have obtained financing in connection with the transaction sufficient to fund the cash consideration; and
no statute, law, rule, or regulation will have been adopted by any governmental entity, and no suit, action, or other proceeding instituted by any governmental entity or outstanding judgment, injunction or decree of a governmental entity prohibiting, enjoining or making illegal the consummation of the transaction will be in effect.

Conditions to Obligations of Cristal . The obligations of Cristal to consummate the closing are further subject to the following conditions:

Cristal shall have given the Treasurer of the Commonwealth of Australia notice in accordance with the FATA that Cristal Netherlands proposes to acquire the shares issued as consideration and enter into the shareholders agreement with Tronox and the ancillary agreements under the transaction agreement and pays any applicable fee, and in relation to the foregoing actions any applicable waiting periods shall have expired or been terminated or a no objection notice shall have been received (as applicable);
all representations and warranties of Tronox shall be true and correct, as of the date of the transaction agreement and as of the closing of the transaction, subject to certain de minimis, materiality, and “material adverse effect” qualifiers, and Cristal shall have received a certificate signed on behalf of Tronox by an executive officer to such effect;
Tronox shall have performed in all material respects its obligations under the transaction agreement at or prior to the closing of the transaction, and Cristal having received a certificate signed on behalf of Tronox by an executive officer to such effect;
two Class A Directors shall have been designated by Cristal; and
receipt by Cristal of all ancillary agreements executed by Tronox and its applicable affiliates.

Conditions to Obligations of Tronox. The obligations of Tronox to consummate the closing are further subject to the following conditions:

Tronox and each relevant affiliate shall have given the Treasurer of the Commonwealth of Australia notice in accordance with the FATA that the the relevant Tronox acquirer proposes to acquire the shares of Cristal BV and Cristal Australia Pty Ltd or Transferred Assets under this Agreement and pays any applicable fee, and in relation to each such Tronox action any applicable waiting periods shall have expired or been terminated or a no objection notice shall have been received (as applicable);

7

TABLE OF CONTENTS

all representations and warranties of Cristal shall be true and correct, as of the date of the transaction agreement and as of the closing of the transaction, subject to certain de minimis, materiality, and “material adverse effect” qualifiers, and Tronox shall have received a certificate signed on behalf of Cristal by an executive officer to such effect;
Cristal shall have performed in all material respects its obligations under the transaction agreement at or prior to the closing of the transaction, and Tronox having received a certificate signed on behalf of Cristal by an executive officer to such effect;
receipt by Tronox of all ancillary agreements executed by Cristal and its applicable affiliates; and
Cristal shall have completed a reorganization of its assets and operations related to its TiO 2 business in accordance with the transaction agreement.

Financing of the Transaction (see page 60 )

Tronox has agreed to use its reasonable best efforts to obtain a commitment letter providing for debt financing sufficient, together with all available cash and other proceeds, to fund the cash consideration at the closing of the transaction. The cash portion of the transaction consideration is expected to be funded through proceeds from asset sales, including the potential sale of Tronox’s Alkali business and selected other non-core assets if appropriate, additional indebtedness and/or cash on hand, as determined by Tronox as circumstances warrant. To the extent permitted by law, at the closing of the transaction, Tronox, Cristal BV and certain of the transferred Cristal entities may execute supplemental indentures and/or joinders to certain documents governing existing indebtedness of Tronox. Concurrently with the announcement of the transaction, Tronox expressed an intent to begin a process to market its Alkali business. In March 2017, Tronox began to market its Alkali business as well as explore other asset sales and financing options. The closing of the transaction is not, however, conditioned upon any potential sale of the Alkali business.

Survival; Indemnification (see page 61 )

The transaction agreement provides for indemnification obligations that continue for a period of 18 months after the closing of the transaction (or, if a claim is asserted prior to such time, until its resolution), except that any covenants to be performed after the closing of the transaction shall survive indefinitely, and all fundamental representations will survive six years after the closing of the transaction. The transaction agreement further provides that neither party shall be entitled to indemnification in excess of $2.1 billion in the aggregate (together, with respect to Tronox, with any amounts collected under a representations and warranties insurance policy purchased by Cristal for the benefit of Tronox). Among other things, Tronox is entitled to indemnification for the failure of any of the representations or warranties made by Cristal under the transaction agreement or Cristal’s closing certificate to be true and correct as of closing of the transaction and for any breach of a covenant or agreement to be performed by Cristal under the transaction agreement. Among other things, Cristal is entitled to indemnification for the failure of any of the representations or warranties made by Tronox under the transaction agreement or Tronox’s closing certificate to be true and correct as of closing and for any breach of a covenant or agreement to be performed by Tronox under the transaction agreement.

Any indemnification of the Tronox indemnified parties is to be satisfied first by Cristal or Cristal Netherlands up to the retention amount under the representations and warranties insurance policy; second, from the representation and warranties insurance policy to the extent coverage is available; and third, by Cristal or Cristal Netherlands. For 18 months after the closing of the transaction, at Tronox’s election, the share portion of the transaction consideration may also be used to satisfy the indemnification of the Tronox indemnified parties if payment is not made within 10 business days after the resolution of a claim.

No Solicitations of Alternative Transactions by Cristal (see page 56 )

The transaction agreement precludes Cristal from soliciting or engaging in discussions or negotiations with a third party with respect to a proposal for an alternative transaction, including the acquisition of a significant interest in Cristal’s equity or assets.

8

TABLE OF CONTENTS

Termination of the Transaction Agreement (see page 62 )

The transaction agreement may be terminated at any time prior to the closing of the transaction, whether or not the required Tronox shareholder approvals have been obtained, under the following circumstances:

by mutual written consent of Cristal and Tronox;
by either Cristal or Tronox if the closing of the transaction has not occurred on or before May 21, 2018;
by either Cristal or Tronox if any governmental entity of competent jurisdiction has issued a final and non-appealable order or taken any other final or non-appealable action prohibiting, enjoining or making illegal the consummation of the transaction;
by either Cristal or Tronox if Tronox fails to obtain the required Tronox shareholder approvals at the Tronox special meeting; and
by either Cristal or Tronox, if the other party breaches or fails to perform any of its covenants or agreements contained in the transaction agreement in a manner that would result in the failure of the conditions to closing of the transaction or if any of its representations or warranties fails to be true to an extent that would result in the failure of the conditions to closing of the transaction, subject to the right of the breaching party to cure the breach.

Termination Fees and Expenses (see page 63 )

In the event that the transaction agreement is terminated by Cristal or Tronox because the closing of the transaction has not occurred by May 21, 2018, and all conditions to closing, other than the financing condition, have been satisfied, Tronox will promptly pay a nonrefundable fee of $100 million to Cristal; provided that Cristal is not in material breach of any of its covenants or agreements contained in the transaction agreement at such time.

In the event that the transaction agreement is terminated by Cristal or Tronox because the closing of the transaction has not occurred by May 21, 2018 or Tronox fails to obtain the required Tronox shareholder approvals at the Tronox special meeting, then Tronox will reimburse Cristal for certain expenses incurred by or on behalf of Cristal in connection with the transaction agreement, any ancillary agreements, all related agreements and documents, the due diligence investigation and the transactions contemplated thereunder not to exceed $15 million in the aggregate.

Accounting Treatment (see page 50 )

Tronox prepares its financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Under U.S. GAAP, the transaction will be accounted for using acquisition accounting pursuant to which Tronox has been determined to be the acquirer for accounting purposes. Tronox considered factors as indicated in Accounting Standards Codification Topic 805 “ Business Combinations ” (“ASC 805”), including which entity will issue equity interest to effect the combination, board of director composition, shareholder ownership, restrictions on shareholder voting rights, anticipated management positions and the relative size of the companies.

Shareholders Agreement (see page 65 )

Upon consummation of the transaction, Tronox and the Cristal shareholder parties will enter into the shareholders agreement in the form attached to the transaction agreement. The form of shareholders agreement provides that the Cristal shareholder parties will have the following nomination rights to the Tronox board of directors upon completion of the transaction:

for so long as the Cristal shareholder parties beneficially own 28,185,000 or more voting securities, the Cristal shareholder parties will have the right to nominate two Class A Directors; and
for so long as the Cristal shareholder parties beneficially own greater than or equal to 15,568,333, but less than 28,185,000, voting securities of Tronox, the Cristal shareholder parties will have the right to nominate one Class A Director.

Tronox will include the Cristal shareholder parties’ nominees in the slate of nominees recommended by the Tronox board of directors for election of directors and will use its reasonable best efforts to cause the shareholders of Tronox to elect the Cristal shareholder parties nominees. The form of shareholders agreement contains certain

9

TABLE OF CONTENTS

restrictions on Cristal and its shareholders from acquiring additional shares of Tronox stock and taking certain other actions to seek to gain control of Tronox without our prior written consent, from the date of the shareholders agreement until the earlier of (i) six months after the Cristal shareholder parties no longer have any rights to nominate Class A Directors and (ii) the third anniversary of the date of the shareholders agreement.

In addition, the shareholders agreement will grant registration rights to Cristal and any other Cristal shareholder parties to which Cristal transfers Class A Shares in accordance with the terms of the shareholders agreement and places restrictions on the ability of such persons to transfer the Class A Shares that they will receive in the transaction for three years following the closing of the transaction (among other transfer restrictions).

For two years following the closing of the transaction, certain shareholders of Cristal are also subject to limitations on their ability to compete with the business activities conducted by Tronox and, subject to certain exceptions, are prohibited from soliciting for hire, and hiring, certain persons who are employees of Tronox.

The Special Meeting

The Tronox special meeting will be held at the Stamford Marriott Hotel, 243 Tresser Boulevard, Stamford, CT 06901 U.S.A. at [10:00 a.m.], U.S. Eastern Time, on [•], 2017. At the Tronox special meeting, Tronox shareholders will be asked to approve the issuance of Class A Shares to Cristal Netherlands and the resulting acquisition of interests in the Class A Shares by Cristal Netherlands and certain other persons and entities pursuant to the transaction.

You may vote at the Tronox special meeting if you own Class A Shares or Class B Shares at 5:00 p.m., U.S. Eastern Time on [•], 2017. On May 31, 2017, there were 67,893,737 Class A Shares outstanding and entitled to vote at the Tronox special meeting, approximately 1.9% of which were owned and entitled to be voted by Tronox directors and executive officers and their affiliates. On that date there were 51,154,280 Class B Shares outstanding and entitled to vote at the Tronox special meeting, 100% of which were owned and entitled to be voted by Exxaro. In accordance with the transaction agreement, we currently expect that Tronox’s directors will vote their shares in favor of the proposal, subject to no superior proposal emerging, although none of them has entered into any agreement obligating them to do so.

You can cast one vote for each Class A Share or Class B Share you own. To be adopted, the resolution in favor of the proposal must be approved by a majority of the votes cast by holders of Class A Shares and Class B Shares entitled to vote on the resolution at the special meeting.

For the proposal to be effective under Australian law, no vote may be cast in favor of the resolution by Cristal Netherlands, any of the Cristal shareholder parties, or any of their associates. Any such vote that is so cast will be disregarded.

10

TABLE OF CONTENTS

SELECTED HISTORICAL AND PRO FORMA COMBINED FINANCIAL DATA

Selected Consolidated Historical Financial Data of Tronox

The following table sets forth selected consolidated financial data for Tronox and its consolidated subsidiaries as of and for the years ended December 31, 2016, 2015 and 2014. It was derived from Tronox’s consolidated historical financial statements and related notes for the fiscal year ended December 31, 2016 appearing in Tronox’s Annual Report on Form 10-K for year ended December 31, 2016, which is incorporated by reference into this proxy statement. The summary unaudited consolidated financial data for Tronox as of and for the years ended December 31, 2013 and 2012 was derived from Tronox’s audited consolidated financial statements not incorporated in this proxy. The table also sets forth selected unaudited condensed consolidated financial data for Tronox and its consolidated subsidiaries as of and for the three months ended March 31, 2017 and for the threee months ended March 31, 2016 which was derived from Tronox’s Quarterly Report on Form 10-Q for the three months ended March 31, 2017, which is incorporated by reference into this proxy statement.

On June 2, 2017, Tronox filed a Current Report on Form 8-K to provide additional information and details regarding the revision of its previously issued December 31, 2016 financial statements and quarterly financial statements in 2016. During the quarter ended March 31, 2017, Tronox identified a misstatement in selling, general, and administrative expense for certain prior periods related to a liability resulting from a non-timely filing with a statutory authority. The aggregate misstatement is $11 million, which impacts our previously issued consolidated statements of operations, comprehensive loss, balance sheets and cash flows as of and for the years ended December 31, 2016 and 2015, and the unaudited condensed consolidated financial statements for the third and fourth quarters and corresponding year-to-date periods of 2015, and each quarter and corresponding year-to-date periods of 2016. In accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality , and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements , management evaluated the materiality of the misstatement from qualitative and quantitative perspectives, and concluded that the misstatement was not material to our previously issued annual and interim financial statements. In addition, we also corrected the timing of other previously recorded immaterial out-of-period adjustments. The previously recorded immaterial out-of-period adjustments include a $6 million decrease to cost of goods sold due to an overstated depreciation expense and a $7 million increase to cost of goods sold related to royalty tax both originating in 2013 and previously recorded as out-of-period corrections in 2014; a $5 million decrease to cost of goods sold that originated in 2012 and was previously recorded as an out-of-period correction in 2014 due to overstated depletion expense; and other miscellaneous immaterial corrections.

Tronox’s historical financial data may not be indicative of the results of operations or financial position to be expected in the future. The selected consolidated historical financial data below has not been adjusted to include the aforementioned revision except for the first quarter of 2016. It reflects the information from Tronox’s previously filed annual reports on Form 10-K for all of the annual periods presented.

11

TABLE OF CONTENTS

Selected Consolidated Historical Financial Data of Tronox
(Millions of U.S. Dollars)

 
Three
Months
Ended
March 31,
Three
Months
Ended
March 31,
Years Ended December 31,
 
2017
2016
2016
2015
2014
2013
2012
Statement of Operations Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
$
569
 
$
476
 
$
2,093
 
$
2,112
 
$
1,737
 
$
1,922
 
$
1,832
 
Cost of goods sold
 
479
 
 
455
 
 
1,846
 
 
1,992
 
 
1,530
 
 
1,732
 
 
1,568
 
Gross profit
 
90
 
 
21
 
 
247
 
 
120
 
 
207
 
 
190
 
 
264
 
Selling, general and administrative expenses
 
(74
)
 
(50
)
 
(210
)
 
(217
)
 
(192
)
 
(187
)
 
(239
)
Restructuring expense
 
 
 
(2
)
 
(1
)
 
(21
)
 
(15
)
 
 
 
 
Income (loss) from operations
 
16
 
 
(31
)
 
36
 
 
(118
)
 
 
 
3
 
 
25
 
Interest and debt expense, net
 
(46
)
 
(46
)
 
(184
)
 
(176
)
 
(133
)
 
(130
)
 
(65
)
Net gain (loss) on liquidation of non-operating subsidiaries
 
 
 
 
 
 
 
 
 
(35
)
 
24
 
 
 
Gain (loss) on extinguishment of debt
 
 
 
4
 
 
4
 
 
 
 
(8
)
 
(4
)
 
 
Gain on bargain purchase
 
 
 
 
 
 
 
 
 
 
 
 
 
1,055
 
Other income (expense), net
 
(6
)
 
(9
)
 
(29
)
 
28
 
 
27
 
 
46
 
 
(7
)
Income (loss) before income taxes
 
(36
)
 
(82
)
 
(173
)
 
(266
)
 
(149
)
 
(61
)
 
1,008
 
Income tax (provision) benefit
 
(2
)
 
(12
)
 
115
 
 
(41
)
 
(268
)
 
(29
)
 
125
 
Net income (loss)
$
(38
)
$
(94
)
$
(58
)
$
(307
)
$
(417
)
$
(90
)
$
1,133
 
Net income (loss) attributable to noncontrolling interest
 
3
 
 
(1
)
 
1
 
 
11
 
 
10
 
 
36
 
 
(1
)
Net income (loss) attributable to Tronox Limited
$
(41
)
$
(93
)
$
(59
)
$
(318
)
$
(427
)
$
(126
)
$
1,134
 
Earnings (loss) per share
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
$
(0.35
)
$
(0.80
)
$
(0.50
)
$
(2.75
)
$
(3.74
)
$
(1.11
)
$
11.37
 
Diluted
$
(0.35
)
$
(0.80
)
$
(0.50
)
$
(2.75
)
$
(3.74
)
$
(1.11
)
$
11.10
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average shares outstanding (in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
116,815
 
 
115,920
 
 
116,161
 
 
115,566
 
 
114,281
 
 
113,416
 
 
98,985
 
Diluted
 
116,815
 
 
115,920
 
 
116,161
 
 
115,566
 
 
114,281
 
 
113,416
 
 
101,406
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance Sheet Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Working capital
$
735
 
 
668
 
$
731
 
$
753
 
$
2,015
 
$
2,290
 
$
1,706
 
Total assets
$
4,922
 
 
4,909
 
$
4,950
 
$
5,027
 
$
5,024
 
$
5,647
 
$
5,479
 
Total debt
$
3,053
 
 
3,057
 
$
3,054
 
$
3,076
 
$
2,352
 
$
2,361
 
$
1,613
 
Total equity
$
1,144
 
 
1,036
 
$
1,161
 
$
1,110
 
$
1,788
 
$
2,437
 
$
2,882
 
Supplemental Information:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation, depletion and amortization expense
$
61
 
$
55
 
$
236
 
$
294
 
$
295
 
$
333
 
$
211
 
Capital expenditures
$
32
 
$
33
 
$
119
 
$
191
 
$
187
 
$
165
 
$
166
 
Dividends per share
$
0.045
 
$
0.25
 
$
0.385
 
$
1.00
 
$
1.00
 
$
1.00
 
$
0.50
 

12

TABLE OF CONTENTS

Selected Consolidated Historical Financial Data of Cristal

The following selected historical financial information as of and for the years ended December 31, 2016, 2015, 2014, 2013 and 2012 is derived from Cristal’s audited consolidated financial statements for the years ended 2016, 2015 and 2014 and Cristal’s unaudited consolidated financial statements for 2013 and 2012. Cristal’s audited consolidated financial statements for the years ended December 31, 2016, 2015 and 2014 are included in this proxy statement. Cristal’s unaudited consolidated financial statements for the years ended December 31, 2013 and 2012 are not included in this proxy statement. A reconciliation of net loss from generally accepted accounting standards in the Kingdom of Saudi Arabia (“Saudi GAAP”) to U.S. GAAP is presented for the two most recent years ended December 31, 2016 and 2015. A reconciliation of net loss from Saudi GAAP to U.S. GAAP for the years ended December 31, 2014, 2013 and 2012 is not presented as these are not required due to the significant undertaking that would be needed to prepare this information. The following selected historical financial information should be read with Cristal’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 90 and Cristal’s audited consolidated financial statements and the notes thereto, included in this proxy statement. Cristal’s historical results are not necessarily indicative of results for any future period.

The following tables present summarized consolidated financial information, including balance sheet information and statement of operations information, derived from Cristal’s consolidated financial statements. The selected historical financial data of Cristal was prepared in accordance with Saudi GAAP. For the purposes of this proxy statement, the information is presented in United States Dollars (“USD”), translated using the Saudi Riyal (“SR”) to USD exchange rate of 3.75. The Kingdom of Saudi Arabia is included within the Gulf Cooperation Council of countries who peg their national currency to the USD to avoid currency fluctuation. The SR is pegged to the USD at an exchange rate of 3.75.

The audited consolidated financial statements of Cristal for the years ended December 31, 2016, 2015 and 2014 with the accompanying Saudi GAAP to U.S. GAAP reconciliations for the years ended December 31, 2016 and 2015, are included in this proxy statement.

The following tables are expressed in millions of USD:

13

TABLE OF CONTENTS

Selected Historical Consolidated Financial Data of Cristal
(Millions of U.S. Dollars)

 
Years Ended December 31,
 
Saudi GAAP
Saudi GAAP
Saudi GAAP
Saudi GAAP
Saudi GAAP
 
2016
2015
2014
2013
2012
Statement of Operations Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
$
1,737
 
$
1,701
 
$
2,059
 
$
2,142
 
$
2,068
 
Cost of goods sold
 
1,586
 
 
1,704
 
 
1,683
 
 
1,660
 
 
1,292
 
Gross profit (loss)
 
151
 
 
(3
)
 
376
 
 
482
 
 
776
 
Selling and distribution
 
(111
)
 
(114
)
 
(133
)
 
(135
)
 
(110
)
General and administrative
 
(146
)
 
(165
)
 
(160
)
 
(157
)
 
(144
)
Reversal of impairment / (impairment) of assets
 
(3
)
 
(75
)
 
 
 
11
 
 
 
Income (loss) from operations
 
(109
)
 
(357
)
 
83
 
 
201
 
 
522
 
Other (expense) income, net
 
(10
)
 
(97
)
 
(21
)
 
(2
)
 
(9
)
Financial charges
 
(68
)
 
(44
)
 
(65
)
 
(82
)
 
(90
)
Income (loss) before Zakat, income taxes & NCI
 
(187
)
 
(498
)
 
(3
)
 
117
 
 
423
 
Zakat and income tax
 
(3
)
 
(26
)
 
8
 
 
3
 
 
(57
)
Net income (loss)
$
(190
)
$
(524
)
$
5
 
$
120
 
$
366
 
Net income (loss) attributable to noncontrolling interest
 
7
 
 
6
 
 
(4
)
 
 
 
9
 
Net income (loss) attributable to Cristal
$
(197
)
$
(530
)
$
9
 
$
120
 
$
357
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. GAAP Information:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. GAAP Adjustments
 
3
 
 
69
 
 
 
 
 
 
 
 
 
 
Adjusted U.S. GAAP Net Income attributable to Cristal
$
(194
)
$
(461
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance Sheet Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Working capital
$
570
 
$
(84
)
$
500
 
$
256
 
$
801
 
Total assets
$
3,753
 
$
4,221
 
$
4,600
 
$
4,401
 
$
4,200
 
Total debt
$
1,942
 
$
2,304
 
$
1,847
 
$
1,748
 
$
1,462
 
Total equity
$
932
 
$
1,103
 
$
1,958
 
$
1,840
 
$
1,827
 
Supplemental Information:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation, depletion and amortization expense
$
174
 
$
151
 
$
179
 
$
177
 
$
163
 
Capital expenditures
$
107
 
$
414
 
$
455
 
$
550
 
$
347
 

14

TABLE OF CONTENTS

Selected Unaudited Pro Forma Condensed Combined Financial Data of Tronox and Cristal

The selected unaudited pro forma condensed combined financial data presents Tronox’s consolidated balance sheet and consolidated statements of operations, after giving effect to the transaction. The selected unaudited pro forma condensed combined financial data has been derived from the audited consolidated financial statements of Tronox and Cristal for the year ended December 31, 2016 and the unaudited condensed consolidated financial statements of Tronox and unaudited financial information of Cristal as of and for the three months ended March 31, 2017. The selected historical financial data of Cristal is presented in USD, translated using the SR to USD exchange rate of 3.75. The Kingdom of Saudi Arabia is included within the Gulf Cooperation Council of countries who peg their national currency to the USD to avoid currency fluctuation. The SR is pegged to the USD at an exchange rate of 3.75.

This unaudited pro forma condensed combined financial data assumes that the transaction is accounted for using the acquisition method of accounting with Tronox treated as the acquiring entity and represents a current estimate of the combined financial information based on historical financial information of Tronox and Cristal. This selected unaudited pro forma condensed combined financial data is adjusted for the acquisition of Cristal’s TiO 2 business as if the transaction had been completed on January 1, 2016, in the case of the selected unaudited pro forma condensed combined statement of operations, and on March 31, 2017, in the case of the selected unaudited pro forma condensed combined balance sheet. The pro forma per share data presents two different scenarios showing the two potential sources of funding for the transaction: (1) the potential divestiture of the Alkali business which for purposes of these pro forma statements is assumed to generate cash proceeds equal to its net carrying value (the “Sale of the Alkali Business Scenario”) and (2) a situation where the Company decides to fund the transaction by other financing options (the “Financing Cash Scenario”). Both scenarios are discussed further in the Unaudited Pro Forma Condensed Combined Financial Information section of this proxy statement.

In addition, the unaudited pro forma condensed combined financial data includes adjustments, which are preliminary and may be revised. There can be no assurance that such revisions will not result in material changes. The unaudited pro forma condensed combined financial data has been presented for informational purposes only. The unaudited pro forma condensed combined financial data is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the transaction been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company. The information presented below should be read in conjunction with the historical consolidated financial statements of Tronox, including related notes, filed by Tronox with the Securities and Exchange Commission (“SEC’), the historical consolidated financial statements of Cristal, including related notes, appearing elsewhere in this proxy statement, and with the Unaudited Pro Forma Condensed Combined Financial Statements of Tronox and Cristal, including the related notes, appearing elsewhere in this proxy statement. For more information, see the section entitled “Where You Can Find More Information” beginning on page 108 .

15

TABLE OF CONTENTS

Unaudited Pro Forma Condensed Combined Financial Data
of Tronox and Cristal
(Millions of U.S. Dollars)

 
Sale of the Alkali
Business Scenario
Financing Cash
Scenario
 
Period
Ended
March 31,
2017
Year
Ended
December 31,
2016
Period
Ended
March 31,
2017
Year
Ended
December 31,
2016
Statement of Operations Data:
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
$
844
 
$
3,026
 
$
1,034
 
$
3,810
 
Cost of goods sold
 
(711
)
 
(2,833
)
 
(874
)
 
(3,504
)
Gross profit
 
133
 
 
193
 
 
160
 
 
306
 
Selling, general and administrative expenses
 
(112
)
 
(336
)
 
(118
)
 
(361
)
Restructuring expense
 
 
 
(2
)
 
 
 
(2
)
Income (loss) from operations
 
21
 
 
(145
)
 
42
 
 
(57
)
Interest and debt expense, net
 
(48
)
 
(197
)
 
(73
)
 
(300
)
Other expense, net
 
5
 
 
6
 
 
3
 
 
1
 
Loss before income taxes
 
(22
)
 
(336
)
 
(28
)
 
(356
)
Income tax (provision) benefit
 
2
 
 
114
 
 
(3
)
 
106
 
Net loss
 
(20
)
 
(222
)
 
(31
)
 
(250
)
Net income attributable to noncontrolling interest
 
4
 
 
8
 
 
4
 
 
8
 
Net loss attributable to Tronox Limited
$
(24
)
$
(230
)
$
(35
)
$
(258
)
Loss per share, basic and diluted
$
(0.16
)
$
(1.50
)
$
(0.23
)
$
(1.68
)
Weighted average shares outstanding, basic and diluted (in thousands):
 
154,395
 
 
153,741
 
 
154,395
 
 
153,741
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance Sheet Data:
 
 
 
 
 
 
 
 
 
 
 
 
Working capital
$
1,162
 
 
 
 
$
1,398
 
 
 
 
Total assets
$
6,144
 
 
 
 
$
7,929
 
 
 
 
Total debt
$
3,179
 
 
 
 
$
4,852
 
 
 
 
Total equity
$
1,725
 
 
 
 
$
1,725
 
 
 
 
Supplemental Information:
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation, depletion and amortization expense
$
79
 
$
311
 
$
95
 
$
370
 
Capital expenditures
$
37
 
$
193
 
$
49
 
$
226
 

16

TABLE OF CONTENTS

Comparative Historical and Pro Forma Per Share Data

The following tables set forth certain historical and pro forma per share financial information for Tronox Class A Shares and Class B Shares and Cristal common stock. The pro forma per share information gives effect to the transaction as if the transaction had occurred on January 1, 2016.

The pro forma per share balance sheet information combines Tronox’s March 31, 2017 unaudited condensed consolidated balance sheet with Cristal’s March 31, 2017 unaudited balance sheet. The pro forma per share statement of operations information for the fiscal year ended December 31, 2016 combines Tronox’s audited consolidated statement of operations for the fiscal year ended December 31, 2016 with Cristal’s audited consolidated statement of operations for the year ended December 31, 2016. The pro forma per share statement of operations information for the three months ended March 31, 2017 combines Tronox’s unaudited condensed consolidated statement of operations for the three months ended March 31, 2017 with Cristal’s unaudited consolidated statement of operations for the three months ended March 31, 2017.

The following information should be read in conjunction with the audited consolidated financial statements of Tronox, which are incorporated by reference in this proxy statement, and Cristal, which appear elsewhere in this proxy statement, and the financial information contained in the section entitled “Selected Historical and Pro Forma Combined Financial Data” beginning on page 11 . The unaudited pro forma information below is presented for informational purposes only and is not necessarily indicative of the future operating results or financial position that would have occurred if the transaction had been completed as of the periods presented, nor is it necessarily indicative of the future operating results or financial position of the combined company. In addition, the unaudited pro forma information does not purport to indicate balance sheet data or results of operations as of any future date or for any future period. The following tables are expressed in USD:

 
Period Ended
March 31,
2017
Year Ended
December 31,
2016
Tronox (USD)
 
 
 
 
 
 
Historical Per Share Data (U.S. GAAP)
 
 
 
 
 
 
Net (loss) income per share
$
(0.35
)
$
(0.50
)
Book value per share
$
9.79
 
$
9.99
 
Dividend per share
$
0.05
 
$
0.39
 
 
Sale of the Alkali
Business Scenario
Financing Cash
Scenario
 
Period
Ended
March 31,
2017
Year
Ended
December 31,
2016
Period
Ended
March 31,
2017
Year
Ended
December 31,
2016
Combined Cristal and Tronox (USD)
 
 
 
 
 
 
 
 
 
 
 
 
Historical Per Share Data (U.S. GAAP)
 
 
 
 
 
 
 
 
 
 
 
 
Net loss per share
$
(0.16
)
$
(1.50
)
$
(0.23
)
$
(1.68
)
Book value per share
$
11.17
 
 
N/A
 
$
11.17
 
 
N/A
 
Dividend per share
$
0.04
 
$
0.30
 
$
0.04
 
$
0.30
 

17

TABLE OF CONTENTS

Comparative Per Share Market Price and Dividend Information

Market Prices

Class A Shares of Tronox are currently listed and traded on the NYSE under the symbol “TROX”. There is no public trading market for Class B Shares, which are held by Exxaro. Cristal is a privately held company, and there is no established trading market for its securities. The following table sets forth, for the periods indicated, the high and low sales price per share of Tronox Class A Shares as reported on the NYSE and the dividends paid out during these periods. On February 17, 2017, the last full trading day prior to the announcement of the transaction, the closing price of Class A Share on the NYSE was $14.42 per share. On [•], 2017, the last practicable date before the printing of this proxy statement, the closing price of Class A Shares on the NYSE was $[•] per share. Class A Shareholders should obtain current market prices for Class A Shares in deciding whether to vote for the approval of the proposal.

 
Sales Price
Dividends
per Share
 
High
Low
2017
 
 
 
 
 
 
 
 
 
Second quarter (through [•])
$
19.53
 
$
12.88
 
$
0.045
 
First quarter
$
19.89
 
$
10.36
 
$
0.045
 
2016
 
 
 
 
 
 
 
 
 
Fourth quarter
$
12.03
 
$
7.40
 
$
0.045
 
Third quarter
$
9.92
 
$
4.17
 
$
0.045
 
Second quarter
$