To be acquired by Eastman Chemical for $26/shr in cash; total deal valued around $2.8B Taminco announced a definitive agreement to be acquired by Eastman Chemical Company for $26.00 per share, for a total transaction value of approximately $2.8 billion in cash. The transaction was approved by the Board of Directors of Taminco and the Board of Directors of Eastman. The merger agreement includes a 30-day go-shop period, during which Taminco, with the assistance of Morgan Stanley, its financial advisor, will actively solicit, receive, evaluate and potentially enter into negotiations with parties that offer alternative proposals. For a 15-day period following the termination of the go-shop period, Taminco will be permitted to continue discussions and enter into or recommend a transaction with any person that submitted a qualifying superior proposal during the 30-day period. There are no guarantees that this process will result in a superior proposal.
The transaction is expected to close in the fourth quarter of 2014, subject to receipt of written approval by a majority of Taminco's shareholders, the receipt of regulatory approvals, the satisfaction of other customary closing conditions and assuming that the go-shop process does not result in an alternative superior proposal. In connection with the receipt of shareholder approval, Eastman has entered into a support agreement with affiliated investment funds of Apollo Global Management, LLC, who own a majority of Taminco's common stock, pursuant to which Apollo has agreed to act by written consent to approve the present offer from Eastman.
Kirkland & Ellis LLP acted as legal advisor to Taminco. Morgan Stanley & Co. LLC acted as financial advisor to Taminco and delivered a fairness opinion. Jones Day acted as legal advisor and Citigroup acted as financial advisor to Eastman.
Taminco is also cancelling its Investor Day, which had been previously scheduled for Monday, September 15, 2014.