Chairman Emeritus of the board of directors of the Combined
Company. The executive committee of the Combined Company will
consist of six (6)members, comprised of the Chief Executive
Officer, the Chief Financial Officer, two (2)other members who
were previously officers of Huntsmanand two (2)other members
who were previously officers of Clariant. Each committee of the
board of directors of the Combined Company will be comprised of
an equal number of directors selected by each of Huntsman and
Clariant. The chairman of the audit committee of the board of
directors of the Combined Company will be one of the directors
selected by Huntsman and the chairman of the compensation
committee of the board of directors of the Combined Company
will be one of the directors selected by Clariant.

At the Effective Time, the registered offices of the Combined
Company will be located in Muttenz, Switzerland, the global
headquarters (including the offices of the members of the
executive committee of the Combined Company) and the corporate
center of the Combined Company will be located in Pratteln,
Switzerland, and the operational headquarters of the Combined
Company will be located in The Woodlands, Texas.

The form of Articles of Association and Bylaws of the Combined
Company to be adopted at the closing are attached as
Exhibit99.2 and Exhibit99.3 to this Form8-K and
are incorporated herein by reference.

Certain Other Terms of the Merger
Agreement

The Merger Agreement contains customary representations,
warranties and covenants, including covenants providing for
each of the parties and their subsidiaries to conduct their
business in all material respects in the ordinary course during
the period between the execution of the Merger Agreement and
the Effective Time and to use reasonable best efforts to cause
the Merger to be consummated.

The Merger Agreement also includes non-solicitation covenants
requiring each of Huntsman, Clariant and their respective
boards of directors, subsidiaries, officers and employees not
to solicit, initiate or knowingly encourage or knowingly
facilitate any inquiries, proposals or offers relating to
alternative business combination transactions, participate or
engage in any discussions or negotiations with respect thereto
or furnish any nonpublic information in furtherance thereof,
except that if the board of directors of either Huntsman or
Clariant, as applicable, determines that a proposal not
resulting from a breach of the non-solicitation covenants of
the Merger Agreement constitutes, or could reasonably be
expected to result in, a superior proposal (as defined with
respect to each of Huntsman or Clariant, as applicable, in the
Merger Agreement), Huntsman or Clariant, as applicable, will be
entitled to furnish the person making such proposal with
nonpublic information and engage in discussions or negotiations
with such person regarding such proposal. Under certain
circumstances set forth in the Merger Agreement, either partys
board of directors is permitted to change its recommendation of
the Merger in response to a superior proposal or an intervening
event (as defined with respect to each of Huntsman or Clariant,
as applicable, in the Merger Agreement). At the other partys
request, each of Clariant or Huntsman (as applicable) is
required to enforce its rights as a third party beneficiary
under the voting and support agreements entered into by certain
of their respective shareholders (described below) to the full
extent permitted therein.

The Merger Agreement requires Huntsman to prepare and cause to
be filed with the SEC a proxy statement and to call and hold a
special meeting of stockholders to approve the adoption of the
Merger Agreement and requires Clariant to prepare and cause to
be filed with the SEC a prospectus relating to the Clariant
Shares to be issued in the Merger, and to call and hold an
extraordinary general meeting of Clariants shareholders to
approve the Clariant Shareholder Matters, among certain other
matters. Subject to certain limited exceptions, the Merger
Agreement requires Huntsmans board of directors to recommend
the adoption of the Merger Agreement by the stockholders of
Huntsman and Clariants board of directors to recommend the
approval by the shareholders of Clariant of the Clariant
Shareholder Matters at their respective meetings.

Each of the parties has agreed, subject to the terms and
conditions of the Merger Agreement, to use its reasonable best
efforts to take all necessary actions to cause the required
Antitrust Clearances and CFIUS Approval to be obtained,
provided that the parties are not required to take any action
(including with respect to disposing or imposing restrictions
on any of their respective businesses, product lines, divisions
or assets) if doing so would reasonably be expected to result
in a material adverse effect on the Combined Company following
the Merger.

The Merger Agreement also contains specified termination
rights, including, among others, the right of either party to
terminate the Merger Agreement if (i)either of the requisite
shareholder approvals have not been obtained at the respective
shareholder meeting, (ii)the board of directors of the other
party effects a change of recommendation or certain other
events take place, (iii)the closing has not occurred by May31,
2018, (iv)the board of directors of such party changes its
recommendation in order to accept a superior proposal (as
defined with respect to each of

Huntsman or Clariant, as applicable, in the Merger Agreement),
or (v)there is a material breach by the other party of any of
its representations, warranties or covenants, subject to
certain conditions.

The Merger Agreement provides for certain termination rights
for both Clariant and Huntsman. Upon termination of the Merger
Agreement under certain specified circumstances, including a
change in recommendation of the applicable board of directors
and termination of the Merger Agreement to enter into a
superior proposal (as defined with respect to each of Huntsman
or Clariant, as applicable, in the Merger Agreement), Huntsman
may be required to pay Clariant a termination fee of
$210,000,000 and Clariant may be required to pay Huntsman a
termination fee of $210,000,000 (each such fee, a
Termination Fee). If the Merger Agreement is terminated
because of a failure by Huntsmans stockholders to approve the
Merger, Huntsman will be required to pay Clariant a fee of
$60,000,000, and if the Merger Agreement is terminated because
of a failure by Clariants shareholders to approve the Clariant
Shareholder Matters or because such approval is revoked,
Clariant will be required to pay Huntsman a fee of $60,000,000
(each such fee, a No-Vote Fee).

The foregoing summary does not purport to be a complete
description and is qualified in its entirety by reference to
the full text of the Merger Agreement, which is attached hereto
as Exhibit2.1 and is incorporated herein by reference.

The Merger Agreement has been attached as an exhibit to this
report to provide investors and security holders with
information regarding its terms. It is not intended to provide
any other factual information about Huntsman, Clariant or the
Combined Company or to modify or supplement any factual
disclosures about Huntsman in its public reports filed with the
SEC. The Merger Agreement includes representations, warranties
and covenants of Huntsman, Clariant or the Combined Company
made solely for the purposes of the Merger Agreement and which
may be subject to important qualifications and limitations
agreed to by Huntsman, Clariant or the Combined Company in
connection with the negotiated terms of the Merger Agreement.
Moreover, some of those representations and warranties may not
be accurate or complete as of any specified date, may be
subject to a contractual standard of materiality different from
those generally applicable to Huntsmans SEC filings or may have
been used for purposes of allocating risk among Huntsman,
Clariant or the Combined Company rather than establishing
matters as facts.

Voting and Support Agreements

On May21, 2017, in connection with the execution of the Merger
Agreement, certain shareholders of Clariant holding in the
aggregate approximately 12% of the outstanding Clariant Shares
entered into voting agreements with respect to their Clariant
Shares, of which Clariant is a third party beneficiary,
providing for such shareholders agreement to, among other
things, (a)vote their Clariant Shares in favor of all matters
presented to shareholders of Clariant by Clariants board of
directors in connection with the Merger (including the Clariant
Shareholder Matters) and against any competing proposal, (b)not
transfer their Clariant Shares (subject to certain customary
exceptions including for pre-existing commitments or plans),
(c)not solicit, initiate or encourage a competing offer, and
(d)not make any public statements or announcements related to
the Merger or that are inconsistent with the goal of completing
the Merger.

On May21, 2017, in connection with the execution of the Merger
Agreement, certain stockholders of Huntsman holding in the
aggregate approximately 13% of Huntsman Common Stock entered
into voting agreements with respect to their shares of Huntsman
Common Stock, of which Huntsman is a third party beneficiary,
providing for such stockholders agreement to, among other
things, (a)vote their shares in favor of all matters presented
to stockholders of Huntsman by Huntsmans board of directors in
connection with the Merger and against any competing proposal,
(b)not transfer their shares of Huntsman Common Stock (subject
to certain customary exceptions including for pre-existing
commitments or plans), (c)not solicit, initiate or encourage a
competing offer, and (d)not make any public statements or
announcements related to the Merger or that are inconsistent
with the goal of completing the Merger.

Item8.01. OTHER ITEMS

On May22, 2017, Huntsman and Clariant issued a joint press
release announcing that they had entered into the Merger
Agreement. A copy of the press release is included as
Exhibit99.1 and is incorporated herein by reference.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

See the ExhibitIndex immediately following the pagehereto,
which is incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking
Statements

This communication contains certain statements that are
forward-looking statements within the meaning of Section27A of
the Securities Act of 1933, as amended (the Securities
Act), and Section21E of the Securities Exchange Act of
1934, as amended. Clariant and Huntsman have identified some of
these forward-looking statements with words like believe, may,
could, would, might, possible, will, should, expect, intend,
plan, anticipate, estimate, potential, outlook or continue, the
negative of these words, other terms of similar meaning or the
use of future dates. Forward-looking statements in this
communication include, without limitation, statements about the
anticipated benefits of the contemplated transaction, including
future financial and operating results and expected synergies
and cost savings related to the contemplated transaction, the
plans, objectives, expectations and intentions of Clariant,
Huntsman or the Combined Company, the expected timing of the
completion of the contemplated transaction and information
relating to the proposed initial public offering of ordinary
shares of Venator MaterialsPLC. Such statements are based on
the current expectations of the management of Clariant or
Huntsman, as applicable, are qualified by the inherent risks
and uncertainties surrounding future expectations generally,
and actual results could differ materially from those currently
anticipated due to a number of risks and uncertainties. Neither
Clariant nor Huntsman, nor any of their respective directors,
executive officers or advisors, provide any representation,
assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements will
actually occur. Risks and uncertainties that could cause
results to differ from expectations include: uncertainties as
to the timing of the contemplated transaction; uncertainties as
to the approval of Huntsmans stockholders and Clariants
shareholders required in connection with the contemplated
transaction; the possibility that a competing proposal will be
made; the possibility that the closing conditions to the
contemplated transaction may not be satisfied or waived,
including that a governmental entity may prohibit, delay or
refuse to grant a necessary regulatory approval; the effects of
disruption caused by the announcement of the contemplated
transaction making it more difficult to maintain relationships
with employees, customers, vendors and other business partners;
the risk that stockholder litigation in connection with the
contemplated transaction may affect the timing or occurrence of
the contemplated transaction or result in significant costs of
defense, indemnification and liability; ability to refinance
existing indebtedness of Clariant or Huntsman in connection
with the contemplated transaction; other business effects,
including the effects of industry, economic or political
conditions outside of the control of the parties to the
contemplated transaction; transaction costs; actual or
contingent liabilities; disruptions to the financial or capital
markets, including with respect to the initial public offering
of ordinary shares by Venator MaterialsPLC or financing
activities related to the contemplated transaction; and other
risks and uncertainties discussed in Huntsmans filings with the
SEC, including the Risk Factors section of Huntsmans annual
report on Form10-K for the fiscal year ended December31, 2016.
You can obtain copies of Huntsmans filings with the SEC for
free at the SECs website (www.sec.gov). Forward-looking
statements included herein are made only as of the date hereof
and neither Clariant nor Huntsman undertakes any obligation to
update any forward-looking statements as a result of new
information, future developments or otherwise, except as
expressly required by law. All forward-looking statements in
this communication are qualified in their entirety by this
cautionary statement.

Important Additional Information and Where to Find
It

NO OFFER OR SOLICITATION

This communication is not intended to and does not constitute
an offer to sell or the solicitation of an offer to subscribe
for or buy or an invitation to purchase or subscribe for any
securities or the solicitation of any vote or approval in any
jurisdiction, nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in contravention of
applicable law. No offer of securities will be made except by
means of a prospectus meeting the requirements of Section10 of
the Securities Act.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

In connection with the contemplated transaction, Clariant
intends to file a registration statement on FormF-4 with the
SEC that will include the Proxy Statement/Prospectus of
Huntsman. The Proxy Statement/Prospectus will also be sent or
given to Huntsmans stockholders and will contain important
information about the contemplated transaction. INVESTORS AND
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS

AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC
CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT CLARIANT, HUNTSMAN, THE
CONTEMPLATED TRANSACTION AND RELATED MATTERS. Investors and
shareholders will be able to obtain free copies of the Proxy
Statement/Prospectus (when available) and other documents filed
with the SEC by Clariant and Huntsman through the website
maintained by the SEC at www.sec.gov.

PARTICIPANTS IN THE SOLICITATION

Huntsman and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from Huntsman
investors and shareholders in connection with the contemplated
transaction. Information about Huntsmans directors and
executive officers is set forth in its proxy statement for its
2017 Annual Meeting of Stockholders and its annual report on
Form10-K for the fiscal year ended December31, 2016. These
documents may be obtained for free at the SECs website at
www.sec.gov. Additional information regarding the interests of
participants in the solicitation of proxies in connection with
the contemplated transactions will be included in the Proxy
Statement/ Prospectus that Huntsman intends to file with the
SEC.

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.

Dated: May22, 2017

INDEX TO EXHIBITS

*Schedules have been omitted