Taminco To Be Acquired By Eastman Chemical For About $2.8 Bln In Cash

(RTTNews) - Taminco Corp. (TAM) announced that it agreed to be acquired by Eastman Chemical Co. (EMN) for $26.00 per share in cash, in a transaction valued at about $2.8 billion.

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.

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 (APO), 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.

Taminco said it is also cancelling its Investor Day, which had been previously scheduled for Monday, September 15, 2014.