Eastman Chemical and McWhorter Technologies announced that their boards of directors have approved a definitive merger agreement.

KINGSPORT, TN — Eastman Chemical Co. and McWhorter Technologies Inc. announced that their boards of directors have approved a definitive merger agreement under which Eastman will acquire McWhorter’s outstanding shares for approximately $200 million in cash. Including debt, the transaction is valued at approximately $355 million.

McWhorter is a major manufacturer of specialty resins and colorants used in consumer and industrial coatings and plastics. Sales revenue for the fiscal year ended Oct. 31, 1999, was $444 million. The company was formed in 1994 when it was spun off from The Valspar Corp. and merged with the former resin products division of Cargill Inc. The company, headquartered in Carpentersville, IL, has approximately 1,100 employees at 14 sites worldwide.

Under terms of the agreement, a wholly owned subsidiary of Eastman will commence a tender offer to purchase all outstanding shares of McWhorter common stock for $19.70 per share in cash. Following completion of the tender offer, Eastman plans to consummate a cash merger to acquire any shares not previously tendered. McWhorter has approximately 10 million shares outstanding. The acquisition will increase Eastman’s annual revenue in the coatings, adhesives and specialty-polymers markets to approximately $1.4 billion, the company said.

“This transaction represents another significant step in Eastman’s strategy of pursuing growth opportunities for our specialty businesses, which offer faster growth and payback on investments, “ said Earnest W. Deavenport Jr., Eastman chairman and CEO.