Oct. 25, 2011
/PRNewswire/ -- Solutia Inc. (NYSE: SOA), a market-leading performance materials and specialty chemicals company, is commencing today, through its wholly-owned subsidiary Backbone Acquisition Sub, Inc., a cash tender offer to purchase all outstanding shares of common stock of Southwall Technologies Inc. (NASDAQ: SWTX). Solutia announced on
Friday, October 7, 2011
that it had entered into a merger agreement to acquire Southwall, pursuant to which the tender offer is being made.
Upon the successful closing of the tender offer, stockholders of Southwall will receive
in cash for each share of Southwall common stock validly tendered and not properly withdrawn in the offer, without interest and less any applicable withholding taxes. Following the successful completion of the tender offer and the receipt of stockholder approval, if necessary, Southwall will 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.
Solutia is filing today with the U.S. Securities and Exchange Commission (SEC) a tender offer statement on Schedule TO which provides the terms of the tender offer. Southwall will also be filing with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of the Southwall board of directors that Southwall stockholders tender their shares into the tender offer. Southwall's board of directors has unanimously determined that the merger agreement and its related transactions (including the tender offer and the merger) are advisable and fair to Southwall and its stockholders.
The closing of the tender offer is subject to the satisfaction or waiver of conditions, including, among others, the tender of a majority of the outstanding shares of Southwall and the receipt of regulatory approvals.