Eastman completes acquisition of Solutia

11-Jul-12
Eastman Chemical Company (has announced completion of its acquisition of Solutia Inc. The approximately US$4.8 bln acquisition supports Eastman’s growth strategy to increase revenues and profit margins by expanding the company’s geographic reach- especially in emerging markets, and establishing a more diverse and sustainable product portfolio. Eastman expects the acquisition to be immediately accretive to earnings, excluding acquisition-related costs and charges. “We are pleased to complete this transaction and welcome Solutia to the global Eastman team,” said Jim Rogers, Chairman and Chief Executive Officer of Eastman. “The addition of these strong businesses, unique technologies, and highly differentiated products is expected to contribute strong cash generation and a solid return on capital to Eastman. We are confident this acquisition strengthens our position as a top-tier specialty chemicals company and establishes a powerful combined platform with significant opportunities for organic growth. We are committed to the successful integration of Solutia and look forward to delivering the projected growth and synergies from this combination.” With the acquisition of Solutia, Eastman has made structural and reporting changes resulting in five reporting segments: Additives and Functional Products, Adhesives and Plasticizers, Advanced Materials, Fibers, and Specialty Fluids and Intermediates. This structure takes into consideration the strategies, operating models, and sales channels that the various businesses employ to be leaders in their respective markets. The closing follows the receipt of all necessary regulatory and other approvals, including approval of the transaction by Solutia stockholders on June 29, 2012. Pursuant to the terms of the merger agreement, Solutia stockholders are entitled to receive $22.00 in cash and 0.12 shares of Eastman common stock for each share of Solutia common stock. Eastman issued 14,686,067 shares of its common stock in the acquisition and, as a result of the assumption of outstanding warrants to purchase shares of Solutia’s common stock, has outstanding 4,481,250 warrants which are potentially exercisable for up to an aggregate of 537,750 shares of Eastman common stock and cash. With the closing of the transaction, Solutia’s common stock and warrants will cease trading on the New York Stock Exchange as of the close of the market on July 2, 2012 and will no longer be listed on the NYSE.
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