Eastman Chemical Company has entered into a definitive agreement with Taminco Corporation under which Eastman will acquire Taminco, a global specialty chemical company. Under the terms of the agreement, Taminco stockholders will receive $26.00 in cash for each share of Taminco common stock. The total transaction value is $2.8 billion, including net assumed debt of $1 billion. The acquisition will be funded with available cash and debt financing.
“The acquisition of Taminco demonstrates Eacstman’s continued commitment to accelerating growth throughout the company and around the globe,” said Mark Costa, chairman and chief executive officer of Eastman. “As a specialty chemical company with consistent earnings growth and leading positions in attractive niche end markets, Taminco is a strong fit with Eastman’s strategic focus. Taminco will add an attractive alkylamines stream to our chemical portfolio.”
“We commend the management team and employees of Taminco. Their innovation-driven strategy has helped transform Taminco into a leading specialty chemical company as demonstrated by its strong, consistent earnings growth over the past eight years. We are confident that our similar business models will allow for a smooth and seamless integration,” added Costa. “We look forward to welcoming the Taminco employees to Eastman.”
The acquisition, which was approved by the Boards of Directors of both companies, is subject to certain conditions, including a thirty day “go shop” period in which Taminco may solicit alternative acquisition proposals, required regulatory approvals and other customary closing conditions. The majority stockholder of Taminco has agreed, subject to certain conditions, including the Taminco Board’s continuing recommendation of the transaction, to vote its shares of Taminco’s common stock in favor of the acquisition. As a result, no further stockholder approvals will be required to complete the acquisition. The transaction is expected to close by year-end 2014.
Citi is acting as financial advisor and Jones Day is acting as legal counsel to Eastman in connection with this transaction. Eastman expects to fund the purchase price with available cash and new debt, which is expected to include a term loan and public debt with an available bridge facility.
