Eastman Chemical Company announced that it 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 Eastman’s continued commitment to accelerating growth throughout the company and around the globe,” said Mark Costa, chairman and CEO 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.”

Compelling Strategic Rationale
• Strengthens Eastman’s Presence in Attractive Niche End-Markets Benefitting from Megatrends: The acquisition of Taminco strengthens Eastman’s presence in attractive niche markets such as food, feed and agriculture. In addition, it provides opportunities to accelerate growth in the personal care, coatings, and oil and gas markets. These markets also benefit from global megatrends such as a growing population, demand for high-performance products, and energy efficiency.  
• Leverage World-Class Technology Platform Underpinned by Common Business Model: The acquisition of Taminco will add an attractive, world-class technology platform in alkylamines to Eastman’s portfolio. Taminco and Eastman share a common approach to stream management and vertical integration that Eastman expects to leverage to create new opportunities for growth and to broaden opportunities to leverage the advantage created by shale gas.
• Achievable Synergy Opportunities: Eastman stockholders will benefit from corporate and operating cost synergies and revenue synergies. Total synergies are estimated to be approximately five percent of Taminco’s 2013 sales revenues with the majority expected to be realized over the two years post-acquisition.
• Enhanced Financial Profile and Improved Growth Prospects: Eastman expects free cash flow (defined as cash from operations less capital expenditures and dividends) in the two years following the acquisition to be approximately $1.5 billion and unlevered return on capital to be between 12-15 percent, consistent with previous target returns. The acquisition of Taminco is expected to be accretive to 2015 EPS by greater than $0.35, excluding acquisition-related costs and charges, and to 2016 EPS by greater than $0.60.

The acquisition, which was approved by the Boards of Directors of both companies, is subject to certain conditions, including a 30-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.