OKLAHOMA CITY, May 4, 2012 /PRNewswire via COMTEX/ --
Tronox Incorporated (TROX) announced today that the U.S.
Securities and Exchange Commission has declared effective
the Company's Registration Statement on Form S-4. The
Registration Statement contains the Proxy Statement that
will be issued in connection with the shareholder vote
relating to the Company's previously announced
agreement with Exxaro Resources Limited to acquire
Exxaro's mineral sands business. Pursuant to the
transaction agreement, the acquired mineral sands business
will be combined with Tronox's existing businesses
under a new Australian holding Company, Tronox Limited, the
shares of which have been registered for issuance and are
expected to be listed on the New York Stock Exchange the
day after closing. Tronox also announced that it will hold
a special meeting of its stockholders to vote on the
adoption of the transaction agreement for the purpose of
approving the mergers contemplated by the agreement on May
30, 2012, at 10 a.m. ET, at the Company's headquarters,
1 Stamford Plaza, Stamford, Connecticut. Assuming
shareholder approval of the transaction, following the
special meeting we will provide five business days during
which current shareholders can elect to receive
exchangeable shares. Thereafter we expect to close the
transaction and list the shares on the NYSE as soon as
possible. Tronox stockholders of record as of the close of
business on April 30, 2012 will be permitted to vote at the
meeting. The proxy statement/prospectus included in the
Registration Statement will be mailed to Tronox
stockholders on or about May 7, 2012 and is also available
online at http://www.sec.gov and at http://www.tronox.com .
This press release contains forward-looking statements
within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are
typically identified by words or phrases such as
"may," "will," "anticipate,"
"estimate," "expect,"
"project," "intend," "plan,"
"believe," "target,"
"forecast," and other words and terms of similar
meaning. Forward-looking statements involve estimates,
expectations, projections, goals, forecasts, assumptions,
risks and uncertainties. Tronox Incorporated and Tronox
Limited caution readers that any forward-looking statement
is not a guarantee of future performance and that actual
results could differ materially from those contained in the
forward-looking statement. Such forward-looking statements
include, but are not limited to, statements about the
benefits of the proposed transaction involving Tronox
Incorporated, Tronox Limited and Exxaro Resources Limited
("Exxaro"), including future financial and
operating results, Tronox Incorporated's, Tronox
Limited's or Exxaro's plans, objectives,
expectations and intentions, the expected timing of
completion of the transaction, and other statements that
are not historical facts. Important factors that could
cause actual results to differ materially from those
indicated by such forward-looking statements include risks
and uncertainties relating to: the ability to obtain the
requisite Tronox Incorporated shareholder approvals; the
risk that Tronox Incorporated, Tronox Limited and Exxaro
may be unable to obtain governmental and regulatory
approvals required for the transaction, or required
governmental and regulatory approvals may delay the
transaction or result in the imposition of conditions that
could cause the parties to abandon the transaction; the
performance of the Tronox and Exxaro Mineral Sands
business; the risk that a condition to closing of the
transaction may not be satisfied; the ability of the
combined company to obtain necessary financing to refinance
existing indebtedness or modifying existing financing
arrangements, and finance the combined business
post-closing and the terms on which such financing or
modification may be available; the timing to consummate the
proposed transaction; the risk that the businesses will not
be integrated successfully; the risk that Tronox Limited
will not be able to complete registration of its shares
with the SEC and/or the listing thereof on a securities
exchange, and the timing therefore; the risks to
shareholders associated with becoming shareholders of an
Australian-domiciled holding company; the risk that the
expected cost savings and any other synergies from the
transaction may not be fully realized or may take longer to
realize than expected; disruption from the transaction
making it more difficult to maintain relationships with
customers, employees or suppliers; the diversion of
management time on transaction-related issues; the market
value of Tronox Incorporated's products; demand for
consumer products for which Tronox Incorporated's
businesses supply raw materials; the financial resources of
competitors; the market for debt and/or equity financing;
the ability to achieve favorable tax structuring for the
benefit of Tronox Limited and its subsidiaries and
shareholders; the ability to respond to challenges in
international markets; changes in currency exchange rates;
political or economic conditions in areas where Tronox
Limited and its subsidiaries will operate; the risk of
changes in laws and regulations applicable to the business
and assets of Tronox Limited and its subsidiaries will
operate; trade and regulatory matters; general economic
conditions; and other factors and risks identified in the
Risk Factors Section of Tronox Incorporated's
Registration Statement on Form S-4, as amended, filed with
the U.S. Securities and Exchange Commission. Each
forward-looking statement speaks only as of the date of the
particular statement and neither Tronox Incorporated nor
Tronox Limited undertakes any obligation to update or
revise its forward-looking statements, whether as a result
of new information, future events or otherwise.
Investor Contact: Michael Smith Direct: 405-775-5413
E-mail: michael.smith@tronox.com
Media Contact: Robert Gibney Direct: 405-775-5413 E-mail:
robert.gibney@tronox.com
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