ALLENTOWN, PA - Taminco Corp., a leading producer of alkylamines and alkylamine derivatives, announced a definitive agreement to be acquired by Eastman Chemical Co. in a transaction valued at approximately $2.8 billion in cash. The Boards of Directors of both Taminco and Eastman approved the transaction.
"We believe this transaction marks the beginning of an exciting new chapter for Taminco, our employees, customers and the communities we serve, while providing immediate value to our shareholders at a premium to our share price," said Laurent Lenoir, Chief Executive Officer of Taminco. "The opportunity to be acquired by Eastman will provide us with greater resources to pursue our ongoing long-term strategy of expansion into key markets and leveraging our existing skill set to expand into attractive new product lines."
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.