ST. LOUIS, June 29, 2012 /PRNewswire/ -- Solutia Inc.
("Solutia") (NYSE: SOA) announced today that its stockholders have
voted to approve the previously announced acquisition of Solutia
by Eastman Chemical Company ("Eastman"). Pursuant to the
merger agreement with Eastman, which was entered into on
January 26, 2012, Solutia
stockholders will receive $22.00 in
cash and 0.12 shares of Eastman common stock for each share of
Solutia common stock as consideration in the
acquisition. Of the shares voted at today's special
meeting, 95,183,599 were voted in favor of the adoption of the
merger agreement, which represents approximately 99 percent of
the votes cast.
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Adoption of the merger agreement by Solutia stockholders
satisfies one of the conditions to complete the acquisition of
Solutia by Eastman. All regulatory closing conditions have
been satisfied. The transaction remains subject to the
satisfaction or waiver of a number of customary closing conditions
as set forth in the merger agreement and discussed in detail in the
definitive proxy statement filed with the U.S. Securities and
Exchange Commission by Solutia on May
25, 2012. The transaction is expected to close during
the week of July 2nd.
Notes to Editor: SOLUTIA and the Radiance
Logo™ and all other trademarks listed below are
trademarks of Solutia Inc. and/or its affiliates.
Forward Looking Statements
This communication may contain forward-looking statements, which
can be identified by the use of words such as "believes,"
"expects," "may," "will," "intends," "plans," "estimates" or
"anticipates," or other comparable terminology, or by discussions
of strategy, plans or intentions. All statements other than
statements of historical fact are statements that could be deemed
forward-looking statements, including, without limitation,
statements regarding the proposed acquisition; prospective
performance and opportunities of Solutia and the outlook for its
business; the development and delivery of new products; the
expected timing of the completion of the acquisition; the ability
to complete the acquisition considering the various closing
conditions; and any assumptions underlying any of the
foregoing. These statements are based on Solutia's
management's current expectations and assumptions, including
assumptions about the industries in which Solutia operates.
Forward-looking statements are not guarantees of future performance
and are subject to significant risks and uncertainties that may
cause actual results or achievements to be materially different
from the future results or achievements expressed or implied by the
forward-looking statements. For example, (1) the
conditions to the closing of the acquisition may not be satisfied
or waived or satisfaction of the conditions may delay or prevent
the closing of the acquisition; (2) problems may arise in
successfully integrating the businesses of the companies, which may
result in the combined company not operating as effectively and
efficiently as expected; (3) the combined company may be
unable to achieve synergies or other benefits of the acquisition or
it may take longer than expected to achieve those synergies or
benefits; (4) the acquisition may involve unexpected costs,
unexpected liabilities or unexpected delays or other adverse
effects on the companies; (5) the credit ratings of the
combined company or its subsidiaries may be different from what the
companies expect; (6) the businesses of the companies may
suffer as a result of uncertainty surrounding the acquisition;
(7) the industry may be subject to future regulatory or
legislative actions that could adversely affect the companies; and
(8) the combined company may be adversely affected by other
economic, business, and/or competitive factors. Discussions of some
of these other important factors and assumptions are described in
Solutia's most recent Annual Report on Form 10-K, including under
"Risk Factors", and Solutia's quarterly reports on Form 10-Q.
These reports can be accessed through the "Investors" section of
Solutia's website at www.solutia.com. Solutia disclaims any
intent or obligation to update or revise any forward-looking
statements in response to new information, unforeseen events,
changed circumstances or any other occurrence except as required by
law.
About Solutia
Solutia is a market-leading performance materials and specialty
chemicals company. The company focuses on providing solutions for a
better life through a range of products, including:
Saflex® polyvinyl butyral interlayers for glass
lamination and for photovoltaic module encapsulation and
VISTASOLAR® ethylene vinyl acetate films for
photovoltaic module encapsulation; LLumar®,
Vista™, EnerLogic®,
FormulaOne®, Gila®, V-KOOL®,
Huper Optik®, IQue™, Sun-X™
and Nanolux™ aftermarket performance films for
automotive and architectural applications; XIR® and
Heat Mirror® performance films that are incorporated
into aftermarket window films, laminated glass products and
suspended insulated glass units for use in automotive and
architectural applications. Flexvue™ advanced
film component solutions for solar and electronic technologies; and
technical specialties products including
Crystex® insoluble sulfur,
Santoflex® PPD antidegradants, Therminol®
heat transfer fluids and Skydrol® aviation hydraulic
fluids. Solutia's businesses are world leaders in each of their
market segments. With its headquarters in St. Louis, Missouri, USA, the company operates
globally with approximately 3,400 employees in more than 50
worldwide locations. More information is available at
www.solutia.com .
SOURCE Solutia Inc.