AGREEMENT AND PLAN OF MERGER By and among Eastman Chemical Company, Stella Merger Corp. and Taminco Corporation Dated as of September 11, 2014Agreement and Plan of Merger • September 16th, 2014 • TAMINCO Corp • Industrial organic chemicals • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 11, 2014 (the “Agreement”), by and among Eastman Chemical Company, a Delaware corporation (“Parent”), Stella Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Taminco Corporation, a Delaware corporation (“Company”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 8.19.
TAMINCO CORPORATION CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • September 16th, 2014 • TAMINCO Corp • Industrial organic chemicals
CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) dated as of September [—], 2014, by and between Taminco Corporation (the “Company”), and [—] (the “Executive”). This Agreement shall be effective only upon the consummation of a Change in Control following the date hereof.
SUPPORT AGREEMENTSupport Agreement • September 16th, 2014 • TAMINCO Corp • Industrial organic chemicals • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of September 11, 2014, is entered into by and among the undersigned stockholders (each a “Principal Shareholder” and collectively, the “Principal Shareholders”) of Taminco Corporation, a Delaware corporation (the “Company”), Eastman Chemical Company, a Delaware corporation (“Parent”), and Stella Merger Corp., a Delaware corporation and Subsidiary of Parent (“Merger Sub”). The Principal Stockholders, Parent and Merger Sub are sometimes referred to individually as a “Party” and collectively as the “Parties.”
ContractAcquisition Agreement • September 16th, 2014 • TAMINCO Corp • Industrial organic chemicals
ALLENTOWN, Pa., Sept. 11, 2014 - Taminco Corp. (NYSE:TAM) (“Taminco”), the world’s largest producer of alkylamines and alkylamine derivatives, today announced a definitive agreement to be acquired by Eastman Chemical Company (NYSE: EMN) (“Eastman”) for $26.00 per share, for a total transaction value of approximately $2.8 billion in cash. The transaction was approved by the Board of Directors of Taminco (the “Taminco Board”) and the Board of Directors of Eastman.
