Taminco Corp., the world's largest producer of alkylamines and alkylamine derivatives, according to the company, announced a definitive agreement to be acquired by Eastman Chemical Company 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 and the Board of Directors of Eastman.

"We believe this transaction marks the beginning of an exciting new chapter for Taminco, our employees, customers and the communities we serve, while providing immediate value to our shareholders at a premium to our share price," said Mr. Laurent Lenoir, Chief Executive Officer of Taminco. "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."

The merger agreement includes a 30-day "go-shop" period, during which Taminco, with the assistance of Morgan Stanley, its financial advisor, 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. There are no guarantees that this process will result in a superior proposal.

Mr. Lenoir said: "The Taminco Board and its advisors believe this transaction will maximize value for all shareholders. Importantly, the go-shop process provides a real opportunity to determine if there are alternatives superior to the present offer from Eastman."

The transaction is expected to close in the fourth quarter of 2014, subject to receipt of written approval by a majority of Taminco's shareholders, the receipt of regulatory approvals, the satisfaction of other customary closing conditions and assuming that the go-shop process does not result in an alternative superior proposal. In connection with the receipt of shareholder approval, Eastman has entered into a support agreement with affiliated investment funds of Apollo Global Management, LLC, who own a majority of Taminco's common stock, pursuant to which Apollo has agreed to act by written consent to approve the present offer from Eastman.