AGREEMENT AND PLAN OF MERGER BY AND AMONG SOLUTIA INC., EASTMAN CHEMICAL COMPANY AND EAGLE MERGER SUB CORPORATION DATED JANUARY 26, 2012Merger Agreement • January 30th, 2012 • Solutia Inc • Chemicals & allied products • Delaware
AGREEMENT AND PLAN OF MERGER, dated January 26, 2012 (as may be amended, supplemented or otherwise modified from time to time in accordance with its terms, this “Agreement”), by and among Solutia Inc., a Delaware corporation (the “Company”), Eastman Chemical Company, a Delaware corporation (“Parent”), Eagle Merger Sub Corporation, a Delaware corporation and indirect Subsidiary of Parent (“Merger Sub”).
AMENDMENT NO. 1 TO 382 RIGHTS AGREEMENT382 Rights Agreement • January 30th, 2012 • Solutia Inc • Chemicals & allied products • Delaware
This Amendment No. 1 (this “Amendment”) is entered into as of January 26, 2012 and amends that 382 Rights Agreement, dated as of July 27, 2009 (the “Rights Agreement”), by and between Solutia Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “Rights Agent”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Rights Agreement.
