Solutia Inc./Southwall Technologies Inc.
On October 7, 2011, Solutia Inc. (NYSE: SOA) and Southwall Technologies Inc. (Nasdaq: SWTX) signed a definitive agreement providing for Solutia to acquire Southwall for $13.60 per share of Southwall common stock in cash. The transaction, which has been approved by the boards of directors of both companies, has an aggregate equity purchase price of approximately $113 million. The acquisition will be funded by Solutia from existing cash on hand.
Under the terms of the agreement, it is anticipated that a subsidiary of Solutia will commence a tender offer for all of the outstanding shares of Southwall common stock no later than October 25, 2011. Southwall stockholders will receive $13.60 per share in cash for all outstanding shares of Southwall common stock tendered in the offer and accepted for payment by Solutia, representing a 45% premium to the closing price per share of Southwall common stock on October 6, 2011. The closing of the tender offer is subject to customary terms and conditions, including the tender of a majority of the outstanding shares of Southwall and the receipt of regulatory approvals. Following the successful completion of the tender offer and following the receipt of stockholder approval, if necessary, the agreement provides for Southwall to merge with a subsidiary of Solutia and become a wholly-owned subsidiary of Solutia, with all shares of Southwall common stock then outstanding being converted into the right to receive the offer price in cash.
The tender offer is expected to be completed in the fourth quarter of 2011. Certain funds affiliated with Needham Funds, together with Dolphin Direct Equity Partners, L.P., which collectively hold shares of Southwall common stock and convertible preferred stock equal to approximately 63% of the outstanding shares of Southwall common stock on an as-converted basis, have entered into tender and support agreements with Solutia pursuant to which they have agreed to support the transaction and tender their shares in the offer.
Moelis & Company LLC and Kirkland & Ellis LLP acted as advisors to Solutia on this transaction. Needham & Company, LLC, Seven Hills Group LLC and Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP acted as advisors to Southwall on this transaction.
Under the terms of the agreement, it is anticipated that a subsidiary of Solutia will commence a tender offer for all of the outstanding shares of Southwall common stock no later than October 25, 2011. Southwall stockholders will receive $13.60 per share in cash for all outstanding shares of Southwall common stock tendered in the offer and accepted for payment by Solutia, representing a 45% premium to the closing price per share of Southwall common stock on October 6, 2011. The closing of the tender offer is subject to customary terms and conditions, including the tender of a majority of the outstanding shares of Southwall and the receipt of regulatory approvals. Following the successful completion of the tender offer and following the receipt of stockholder approval, if necessary, the agreement provides for Southwall to merge with a subsidiary of Solutia and become a wholly-owned subsidiary of Solutia, with all shares of Southwall common stock then outstanding being converted into the right to receive the offer price in cash.
The tender offer is expected to be completed in the fourth quarter of 2011. Certain funds affiliated with Needham Funds, together with Dolphin Direct Equity Partners, L.P., which collectively hold shares of Southwall common stock and convertible preferred stock equal to approximately 63% of the outstanding shares of Southwall common stock on an as-converted basis, have entered into tender and support agreements with Solutia pursuant to which they have agreed to support the transaction and tender their shares in the offer.
Moelis & Company LLC and Kirkland & Ellis LLP acted as advisors to Solutia on this transaction. Needham & Company, LLC, Seven Hills Group LLC and Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP acted as advisors to Southwall on this transaction.
