11 September 2014
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KINGSPORT, Tenn., USA.
today announced that it has entered into a definitive agreement with
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 withavailable cash and
debt financing.
Mark Costa,
chairman and chief executive officer of Eastman
“The acquisition of Taminco demonstrates
Eastman’s continued commitment
to accelerating growth throughout the company and
around the globe,”
“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,”
“We look forward to welcoming the Taminco employees
to Eastman.”
Compelling Strategic Rationale
1.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.
2.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.
3.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.
4.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.
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