Eastman Chemical plans to acquire alkylamines and alkylamine derivatives producer Taminco for $2.8 billion cash, under an agreement that includes a 30-day period for Taminco to solicit and consider alternative proposals.
The transaction, amounting to $26 per Taminco share, was approved by each companys board of directors. Apollo Global Management LLC, which owns a majority of Tamincos common stock, also approved Eastmans offer.
The deal is expected to close in the fourth quarter of 2014, subject to approvals.
As a specialty chemical company with consistent earnings growth and leading positions in attractive niche end markets, Taminco is a strong fit with Eastmans strategic focus, Eastman Chairman and CEO Mark Costa said in a news release. Taminco will add an attractive alkylamines stream to our chemical portfolio.
The opportunity to be acquired by Eastman will provide us with greater resources to pursue our ongoing long-term strategy of expansion into key markets and leveraging our existing skill set to expand into attractive new product lines, Laurent Lenoir, Chief Executive Officer of Allentown, Pa.-based Taminco, said in a news release.
The merger agreement includes a 30-day go-shop period, during which Taminco, with the assistance of financial advisor Morgan Stanley, will actively solicit, receive, evaluate and potentially enter into negotiations with parties that offer alternative proposals. For a 15-day period following the termination of the go-shop period, Taminco will be permitted to continue discussions and enter into or recommend a transaction with any person that submitted a qualifying superior proposal during the 30-day period. Neither companys announcement specified when the 30-day period started, and neither company responded to Lube Reports calls by deadline.
The Taminco Board and its advisors believe this transaction will maximize value for all shareholders, Lenoir said. Importantly, the go-shop process provides a real opportunity to
determine if there are alternatives superior to the present offer from Eastman.
According to Kingsport, Tenn.-based Eastman Chemicals acquisition presentation, Taminco has more than 1,000 employees at eight manufacturing facilities.
Taminco produces amines through the reaction of primary alcohols with ammonia. According to the companys web site, the products generated from this reaction are methylamines and higher amines, which can then be reacted with other chemicals, by both Taminco and its external customers, to produce alkylamine derivatives.
Applications for Tamincos products include biocides, and metalworking and functional fluids. The company supplies raw materials for biocide production and also supports five active ingredients as biocides in a variety of applications. Tamincos amines are also used to make amines-based solvents.
Eastman produces chemicals that are used to produce synthetic lubricants, and chemicals that are used as additives for synthetic lubricants in applications including metalworking. In recent years the company branched out through major acquisitions. Eastman completed its acquisition of BPs global aviation turbine oil business earlier this year and acquired hydraulic fluids manufacturer Solutia in 2012.