An undated file photo of workers at a Cristal plant in Ashtabula, Ohio, which federal regulators have pressed Cristal to divest as a condition to its proposed sale to Stamford, Conn.-based Tronox.

An undated file photo of workers at a Cristal plant in Ashtabula, Ohio, which federal regulators have pressed Cristal to divest as a condition to its proposed sale to Stamford, Conn.-based Tronox.



An undated file photo of workers at a Cristal plant in Ashtabula, Ohio, which federal regulators have pressed Cristal to divest as a condition to its proposed sale to Stamford, Conn.-based Tronox.

An undated file photo of workers at a Cristal plant in Ashtabula, Ohio, which federal regulators have pressed Cristal to divest as a condition to its proposed sale to Stamford, Conn.-based Tronox.

STAMFORD — Chemicals and minerals maker Tronox has completed its $1.7 billion acquisition of the titanium dioxide business of Saudi Arabian firm Cristal, after settling a 16-month legal dispute with the U.S. Federal Trade Commission.

The FTC had litigated since December 2017 to block the deal between the previously rival firms, arguing that it would reduce competition in the market for titanium dioxide, a bright-white substance used as a colorant in many consumer and industrial products. But Tronox finally gained the agency’s approval to create the world’s “largest vertically integrated titanium dioxide producer” by agreeing to the $700 million sale of Cristal’s North American titanium dioxide business — whose manufacturing is based in Ashtabula, Ohio — to British chemicals firm Ineos Enterprises.

“The closing of the Cristal acquisition yesterday afternoon was a game-changing transformational moment for our company and our path to creating sustainable long-term value for our shareholders,” Tronox CEO and Chairman Jeffry Quinn said on a call Thursday with investment analysts. “Today is day one for a new Tronox.”

At the same time, FTC officials hailed the settlement as the product of “key victories” for the agency before a federal court and administrative law judge.

“This agreement will preserve a competitive marketplace, which ultimately benefits consumers in the form of lower prices and higher quality products,” FTC Bureau of Competition Director Bruce Hoffman said in a statement.

Among other conditions, the pact with the FTC stipulates that Tronox give Ineos the option to acquire rights to use licensed intellectual property to produce “chloride-process” titanium-dioxide at a new facility outside North America.

“We think it was an appropriate and reasonable accommodation to address the FTC concerns,” Quinn said. “But it was also crafted in a way that addressed the appropriate concerns that we might have about the proliferation of our technology.”

Tronox had previously explored a sale of the Ashtabula complex to titanium dioxide manufacturer Venator Materials. But the two firms could not agree to terms.

Venator was also the buyer of Tronox’s Rotterdam, Netherlands-supplied paper-laminate line. Worth about $8 million, that deal was completed last year to secure the European Commission’s support of the titanium dioxide acquisition.

In addition to the EC’s support, Tronox also received regulatory approvals in Australia, China, New Zealand, Turkey, South Korea, Colombia and Saudi Arabia.

“Even though the merger creates a highly concentrated global market, the result in the U.S. is no change, with a slight potential that the buyer (Tronox) can develop into an additional global competitor,” said Peter Carstensen, a professor emeritus of law at the University of Wisconsin. “The FTC has no duty to the rest of the world. It is a major problem in competition law that no entity has a duty to police the global effects.”

Tronox was already a major titanium dioxide producer, with its largest such plant based in Hamilton, Miss.

Before closing the Cristal deal, Tronox employed about 3,400 worldwide, with its headquarters at 263 Tresser Blvd., in downtown Stamford.

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The main offices will remain in Stamford, but the company will base 30 percent of its personnel in South Africa, 15 percent in both Europe and Australia and 10 percent, respectively, in east Asia, the Middle East and North America and South America.

For all of 2018, Tronox finished with about $1.8 billion in sales, up 7 percent over 2017. It incurred a $7 million loss for the year, which reflected expenses of the same amount tied to the Cristal deal.

“None of us expected the process to play out as it did,” Quinn said. “But we played the cards we were dealt and have persevered.”

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