BSWB
13年前
Solutia Commences Tender Offer to Acquire Southwall Technologies Inc.
Date : 10/25/2011 @ 8:00AM
Source : PR Newswire
Stock : Southwall (SWTX)
Quote : 13.55 0.0 (0.00%) @ 12:19PM
Solutia Commences Tender Offer to Acquire Southwall Technologies Inc.
Solutia Inc. (NYSE: SOA), a market-leading performance materials and specialty chemicals company, is commencing today, through its wholly-owned subsidiary Backbone Acquisition Sub, Inc., a cash tender offer to purchase all outstanding shares of common stock of Southwall Technologies Inc. (NASDAQ: SWTX). Solutia announced on Friday, October 7, 2011 that it had entered into a merger agreement to acquire Southwall, pursuant to which the tender offer is being made.
(Logo: http://photos.prnewswire.com/prnh/20081029/AQW096LOGO )
Upon the successful closing of the tender offer, stockholders of Southwall will receive $13.60 in cash for each share of Southwall common stock validly tendered and not properly withdrawn in the offer, without interest and less any applicable withholding taxes. Following the successful completion of the tender offer and the receipt of stockholder approval, if necessary, Southwall will merge with a subsidiary of Solutia and become a wholly-owned subsidiary of Solutia, with all shares of Southwall common stock then outstanding being converted into the right to receive the offer price in cash.
Solutia is filing today with the U.S. Securities and Exchange Commission (SEC) a tender offer statement on Schedule TO which provides the terms of the tender offer. Southwall will also be filing with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of the Southwall board of directors that Southwall stockholders tender their shares into the tender offer. Southwall's board of directors has unanimously determined that the merger agreement and its related transactions (including the tender offer and the merger) are advisable and fair to Southwall and its stockholders.
The closing of the tender offer is subject to the satisfaction or waiver of conditions, including, among others, the tender of a majority of the outstanding shares of Southwall and the receipt of regulatory approvals.
The tender offer will expire at 12:00 midnight (New York City time) on the night of Tuesday, November 22, 2011, unless extended or earlier terminated.
Notes to Editor: SOLUTIA and the Radiance Logo™ and all other trademarks listed below are trademarks of Solutia Inc. and/or its affiliates.
About Solutia Inc.
Solutia is a market-leading performance materials and specialty chemicals company. The company focuses on providing solutions for a better life through a range of products, including: Saflex® polyvinyl butyral interlayers for glass lamination and for photovoltaic module encapsulation and VISTASOLAR® ethylene vinyl acetate films for photovoltaic module encapsulation; LLumar®, Vista™, EnerLogic®, FormulaOne®, Gila®, V-KOOL®, Hüper Optik®, IQue™, Sun-X® and Nanolux™ aftermarket performance films for automotive and architectural applications; Flexvue™ advanced film component solutions for solar and electronic technologies; and technical specialties products including Crystex® insoluble sulfur, Santoflex® PPD antidegradants, Therminol® heat transfer fluids and Skydrol® aviation hydraulic fluids. Solutia's businesses are world leaders in each of their market segments. With its headquarters in St. Louis, Missouri, USA, the company operates globally with approximately 3,300 employees in more than 50 worldwide locations. More information is available at www.solutia.com .
Forward Looking Statements
This press release may contain forward-looking statements, which can be identified by the use of words such as "believes," "expects," "may," "will," "intends," "plans," "estimates" or "anticipates," or other comparable terminology, or by discussions of strategy, plans or intentions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, without limitation, statements regarding the proposed business combination and similar transactions; prospective performance and opportunities of the companies and the outlook for the companies' businesses; the development and delivery of new products; the anticipated timing and success in obtaining filings and approvals relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; and any assumptions underlying any of the foregoing. These statements are based on management's current expectations and assumptions about the industries in which Solutia operates. Forward-looking statements are not guarantees of future performance and are subject to significant risks and uncertainties that may cause actual results or achievements to be materially different from the future results or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, those risks and uncertainties described in Solutia's most recent Annual Report on Form 10-K, including under "Cautionary Statement About Forward Looking Statements" and "Risk Factors", and Solutia's quarterly reports on Form 10-Q. These reports can be accessed through the "Investors" section of Solutia's website at www.solutia.com . Additional risks and uncertainties relating to the proposed business combination include, without limitation, uncertainties as to the timing of the tender offer and merger; uncertainties as to how many Southwall stockholders will tender their shares in the tender offer; the possibility that closing conditions to the transaction may not be satisfied or waived, including that required regulatory approvals may not be obtained in a timely manner, if at all; and the possibility that anticipated benefits of the transaction, including synergies, may not be realized. Solutia disclaims any intent or obligation to update or revise any forward-looking statements in response to new information, unforeseen events, changed circumstances or any other occurrence except as required by law.
Notice to Investors
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The offer to buy shares of Southwall common stock is being made pursuant to an offer to purchase and related materials that Solutia and its wholly-owned subsidiary Backbone Acquisition Sub, Inc. will file with the Securities and Exchange Commission (SEC). Solutia and Backbone Acquisition Sub, Inc. will file a tender offer statement on Schedule TO with the SEC in connection with the commencement of the offer. Investors and security holders are strongly advised to read the tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement on Schedule 14D-9 that will be filed by Southwall with the SEC because they will contain important information. These materials will be sent free of charge to all stockholders of Southwall. In addition, these documents (and all other materials filed by Southwall or Solutia with the SEC) will be available at no charge on the SEC's website at www.sec.gov . The Schedule TO, Schedule 14D-9 and related materials may be obtained for free from D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, NY 10005, Toll-Free Telephone: (800) 714-3313. In addition, a copy of the tender offer statement and certain other related tender offer documents may be obtained free of charge at www.solutia.com . A copy of the tender offer statement, the solicitation/recommendation statement and other related tender offer documents may also be obtained free of charge at www.southwall.com .
Additional Information about the Merger and Where to Find It
In the event that the proposed merger requires a vote of the stockholders of Southwall, Southwall will file a proxy statement and other relevant materials with the SEC pursuant to the terms of the definitive merger agreement by and among Solutia, Backbone Acquisition Sub, Inc. and Southwall. These documents (and all other materials filed by Southwall or Solutia with the SEC) will be available at no charge on the SEC's website at www.sec.gov . A copy of the proxy statement (once it becomes available) may be obtained free of charge at www.southwall.com . Investors and security holders are urged to read the proxy statement and the other relevant materials when and if they become available before making any voting or investment decision with respect to the proposed merger because they will contain important information about the merger and the parties to the merger.
Southwall and its directors, executive officers and certain other employees may be deemed to be participants in the solicitation of proxies of Southwall stockholders in connection with the proposed merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Southwall's executive officers and directors by reading Southwall's proxy statement for its 2011 annual meeting of stockholders and its Annual Report on Form 10-K for the fiscal year ended December 31, 2010. Additional information about the interests of potential participants will be included in the proxy statement and other relevant materials which may be filed with the SEC in connection with the proposed merger when and if they become available.
SOURCE Solutia Inc.
MWM
13年前
Solutia to Acquire Southwall Technologies Inc.
Creates powerhouse of world-class innovation, technology and commercial films expertise
Press Release Source: Solutia Inc.; Southwall Technologies Inc. On Friday October 7, 2011, 8:30 am
ST. LOUIS and PALO ALTO, Calif., Oct. 7, 2011 /PRNewswire/ -- Solutia Inc. (NYSE:SOA - News), a market-leading performance materials and specialty chemicals company, and Southwall Technologies Inc. (NASDAQ:SWTX - News), a leading innovator of energy-saving films and glass products for automotive and architectural markets, today announced that they have signed a definitive agreement providing for Solutia to acquire Southwall for $13.60 per share of Southwall common stock in cash. The transaction, which has been approved by the boards of directors of both companies, has an aggregate equity purchase price of approximately $113 million. The acquisition will be funded by Solutia from existing cash on hand.
aries4747
14年前
1 for 5. Info below.
Southwall Technologies Announces Effective Date of Reverse Stock Split
PALO ALTO, Calif., Mar 14, 2011 (BUSINESS WIRE) -- Southwall Technologies Inc. /quotes/comstock/11k!swtx (SWTX 2.45, +0.05, +2.08%) , the worldwide innovator of energy-saving films and glass products that improve the energy efficiency of buildings, homes and cars, today announced that a 1-for-5 reverse stock split of its common stock will take effect at 5:00 p.m. ET on Monday, March 14, 2011. The Company's common stock will begin trading on a post-split basis on Tuesday, March 15, 2011. Shareholders at the effective time will receive one new share of common stock for every five shares that they hold. Southwall will not issue any fractional shares as a result of the reverse split. Instead, Southwall shareholders who would otherwise have been entitled to a fraction of a share will receive a full share of common stock.
At the Company's 2010 Annual Meeting of Shareholders, stockholders approved, at the discretion of the Board, the reverse stock split of the Company's common stock. The purpose of the reverse stock split is to increase the per share trading price of the Company's common stock, thereby appealing to a broader range of investors.
In addition, the Company anticipates relisting on the NASDAQ stock exchange within the next 60 days.
About Southwall Technologies Inc.
Southwall Technologies is the leading innovator of energy-saving films and glass products that dramatically improve the energy efficiency of buildings, homes and cars. Southwall is an ISO 9001/14001 certified manufacturer with customers in over 25 countries around the world.
This press release may contain forward-looking statements, including, without limitation, statements regarding the Company's expectations, beliefs, intentions, or strategies regarding the future. All forward-looking statements in this press release are based on information available to the Company on the date hereof, and the Company assumes no obligation to update any such forward-looking statements. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those presented. These risks include the possibility that the Company's expected future results will be materially worse than estimated, that the Company may not continue to be profitable in future quarters or may not be able to achieve future long-term growth, that there will be a decline in one or more portions of our business in 2010 or thereafter, that the Company will not be successful in improving operations performance or controlling costs, that the Company will suffer a decline in manufacturing or financial effectiveness, that the Company's new product development will not be successful, that there may be decreasing demand in certain markets and that the Company will not be able to secure additional financing if required, as well as risks associated with its failure to meet potential covenant requirements under future credit facilities. Further risks are detailed in the Company's filings with the Securities and Exchange Commission, including those set forth in the Company's most recent Annual Report on Form 10-K for the year ended December 31, 2009, filed on March 25, 2010.
SOURCE: Southwall Technologies Inc.
Southwall Technologies Inc.
Kathy Taylor, 650-798-1200
Copyright Business Wire 2011
aries4747
14年前
SWTX(2.45): Southwall Technologies Reverse Stock Split Update
PALO ALTO, Calif., Mar 16, 2011 (BUSINESS WIRE) -- Southwall Technologies Inc. /quotes/comstock/11k!swtx (SWTX 2.45, +0.05, +2.08%) , the worldwide innovator of energy-saving films and glass products that improve the energy efficiency of buildings, homes and cars, today announced that post reverse stock split trading will take effect at the open of business, March 17, 2011.
The new symbol on this date will be SWTXD. A "D" will be appended as the 5th character for 20 business days including the effective date.
About Southwall Technologies Inc.
Southwall Technologies is the leading innovator of energy-saving films and glass products that dramatically improve the energy efficiency of buildings, homes and cars. Southwall is an ISO 9001/14001 certified manufacturer with customers in over 25 countries around the world.
This press release may contain forward-looking statements, including, without limitation, statements regarding the Company's expectations, beliefs, intentions, or strategies regarding the future. All forward-looking statements in this press release are based on information available to the Company on the date hereof, and the Company assumes no obligation to update any such forward-looking statements. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those presented. These risks include the possibility that the Company's expected future results will be materially worse than estimated, that the Company may not continue to be profitable in future quarters or may not be able to achieve future long-term growth, that there will be a decline in one or more portions of our business in 2010 or thereafter, that the Company will not be successful in improving operations performance or controlling costs, that the Company will suffer a decline in manufacturing or financial effectiveness, that the Company's new product development will not be successful, that there may be decreasing demand in certain markets and that the Company will not be able to secure additional financing if required, as well as risks associated with its failure to meet potential covenant requirements under future credit facilities. Further risks are detailed in the Company's filings with the Securities and Exchange Commission, including those set forth in the Company's most recent Annual Report on Form 10-K for the year ended December 31, 2009, filed on March 25, 2010.
SOURCE: Southwall Technologies Inc.
Southwall Technologies Inc.
Kathy Taylor, 650-798-1200
Copyright Business Wire 2011
Comtex
MWM
14年前
Southwall Technologies Announces Landmark Project in China; Second Largest Architectural Glass Project in Company’s History
China’s Guangzhou TV building utilizes heat-reflective XIR® film to improve energy efficiency, maximize daylighting and increase occupant comfort
Press Release Source: Southwall Technologies Inc. On Thursday February 24, 2011, 9:00 am EST
PALO ALTO, Calif.--(BUSINESS WIRE)-- Southwall Technologies Inc. (OTCBB:SWTX.ob - News), the worldwide innovator of energy-saving films and glass products, today announced one of its largest architectural glass project wins, the Guangzhou TV building in China. Currently under construction alongside the world-renowned Guangzhou TV and Sightseeing Tower, the landmark building utilizes Southwall’s heat-reflective XIR film to minimize solar heat gain while maximizing visible light and energy efficiency. This is the second largest project win for Southwall in China after the Universiade Center sports complex in Shenzhen.
Southwall’s XIR film was selected for its clear solar control performance which saves energy while providing for optimal daylighting and a clean, architectural design. Laminated between 15 mm clear tempered low-iron glass covering 26,000 square meters (280,000 square feet) of the building envelope, the XIR film blocks over 50 percent of the sun’s heat (shading coefficient of 0.49) with visible light transmission of greater than 60 percent, providing a cool and comfortable environment that lowers HVAC system loads and operating costs. The XIR film maximizes clarity with reflectance of just eight percent and reduces interior fading by blocking 99.5 percent of UV rays. The monolithic nature of the glass also brings additional safety and flexible glazing design benefits.
“With our heat-reflective XIR film, we are proud to equip the Guangzhou TV building with unequaled protection from the sun’s heat while providing superior daylighting and energy-efficiency,” said Dennis Capovilla, president and chief executive officer of Southwall Technologies. “This landmark project represents one of the largest architectural glass projects in our company’s history, signaling our continued growth within the global marketplace.”
The high-performance XIR laminated glass is being specified and supplied by Shenzhen Kaisheng Energy Saving Technology Co. Ltd, Southwall’s Master Distributor of Architectural XIR products in China. Glazed monolithically or combined into sealed insulating glass units, XIR film enables a unique, low-reflectance appearance while blocking approximately 50 percent of invisible heat. Unlike glass coatings, XIR film was developed specifically to support the laminating process and can be laminated with low-iron, annealed, heat-strengthened or tempered clear glass, or combined with tinted PVB and tinted glass for maximum design flexibility.
To learn more about Southwall Technologies and its energy-saving films and glass products, visit www.southwall.com.
About Southwall Technologies
Southwall Technologies Inc. is recognized as a leader in the development and manufacture of high performance, energy-saving films and glass products that dramatically improve the energy efficiency of residential, commercial and automotive glass. Southwall is an ISO 9001:2000/14001 certified manufacturer with customers in over 25 countries.
MWM
14年前
Southwall Technologies and Dow Corning Corporation Join Forces to Launch Energy-Efficient Products for Glass-Intensive Commercial Projects in North America
Industry leaders combine energy-saving technologies that enable architects and window manufacturers to dramatically improve glazing performance of large-scale commercial buildings
Greenbuild 2010
PALO ALTO, Calif.--(BUSINESS WIRE)--Visit us at Greenbuild, Booth 1139 – Southwall Technologies Inc. (OTCBB:SWTX) and Dow Corning Corporation today announced the availability of energy-efficient Heat Mirror® “S” film and 982FS two-part structural silicone sealant for commercial building projects in North America. Having successfully worked together over the past three decades, the two companies are now combining the best of their suspended film and silicone sealant technologies to provide the industry’s lightest weight and most energy efficient multi-cavity insulating glass available for large glass-intensive projects. With the combined solution, architects and window manufacturers can now increase energy savings by up to 30 percent, block over 99 percent of UV radiation and reduce sound transmission by up to 20 percent over dual-pane glass.
“Dow Corning’s two-part silicone sealant provides a solution and opens up North America’s commercial building market to our industry-proven Heat Mirror technology. We are proud to work with Dow Corning to deliver innovative technologies to the green building industry and provide customers with superior durability and energy efficiency.”
Southwall Technologies suspends one or more of its energy-saving Heat Mirror films inside of an insulating glass unit to create two or more super-insulating cavities – enabling high performance glass that is 33 percent lighter than typical triple-pane solutions. Based upon an advanced thin film coating which is fully compatible with Dow Corning® 982FS two-part structural silicone sealant and Dow Corning® 982-H Curing Agent, Heat Mirror “S” film delivers superior performance as compared to traditional dual-pane glass.
“Until now, there has not been a viable super-insulating glass solution in North America for large-scale, structural glazing projects,” said Dennis Capovilla, president and chief executive officer of Southwall Technologies. “Dow Corning’s two-part silicone sealant provides a solution and opens up North America’s commercial building market to our industry-proven Heat Mirror technology. We are proud to work with Dow Corning to deliver innovative technologies to the green building industry and provide customers with superior durability and energy efficiency.”
Dow Corning® 982FS and Dow Corning® 982-H Curing Agent is designed for use as a secondary sealant in dual-sealed insulating glass units. Dow Corning has the only approved silicone sealants that can be used as a secondary edge seal in multiple pane insulating glass units with Southwall Heat Mirror “S” series commercial construction product. Curing to form a durable, long-lasting and flexible silicone seal that is chemically stable, 982FS creates a weather-tight bond and offers excellent unprimed adhesion to glass. The silicone insulating glass sealant’s unique weatherability enables it to retain design properties even after years of exposure, ultimately enhancing commercial buildings’ durability levels and structural capabilities.
“Having worked with Southwall for many years, we are excited to join forces yet again to offer this energy-saving solution to the North American market,” said Ron Fillmore, vice president construction for Dow Corning. “Structural sealant glazing has quickly grown to account for one-third of all commercial glazing. Leveraging Southwall Technologies’ innovative Heat Mirror “S” technology and our proven silicone sealant, we look forward to driving this market and enabling customers to develop some of the most breathtaking, energy-efficient and durable structures in North America.”
Southwall Technologies and Dow Corning will showcase this solution at Greenbuild 2010 in Chicago, November 17 – 19, booth number 1139.
About Southwall Technologies
Southwall Technologies Inc. is recognized as a leader in the development and manufacture of high performance, energy-saving films and glass products that dramatically improve the energy efficiency of residential, commercial and automotive glass. Southwall is an ISO 9001:2000/14001 certified manufacturer with customers in over 25 countries.
About Dow Corning Corporation
Dow Corning provides performance-enhancing solutions to serve the diverse needs of more than 25,000 customers worldwide. A global leader in silicones, silicon-based technology and innovation, Dow Corning offers more than 7,000 products and services via the company’s Dow Corning® and XIAMETER® brands. Dow Corning is a joint venture equally owned by The Dow Chemical Company and Corning, Incorporated. More than half of Dow Corning's annual sales are outside the United States.
aries4747
14年前
SWTX News: Southwall Celebrates 30 Years of Energy Efficiency Innovation by Commemorating the World's First Low-E Glass Installation
Anniversary of Spokane City Hall Signifies Key Milestone in the Green Building Industry and Highlights Company's Long-Standing Contribution to High Performance Glazing
PALO ALTO, Calif., Oct 26, 2010 (BUSINESS WIRE) -- Southwall Technologies Inc., the worldwide innovator of energy-saving films and glass products, today celebrates the 30-year anniversary of the world's first high performance glass installation, the City Hall in Spokane, Washington. Utilizing Southwall's Heat Mirror(R) insulating glass - the world's first commercially produced low-emissivity, or low-e, glass product - Spokane City Hall has delivered significant energy savings over the past three decades. This underscores the company's field-proven product durability and its pioneering role in improving the energy efficiency of residential and commercial glazing.
Southwall's Heat Mirror technology - in which one or more lightweight Heat Mirror films are suspended within an insulating glass unit to create multiple insulating cavities - was the first major breakthrough in insulating glass performance in over 100 years, an innovation chosen by Popular Science as one of the Top 100 Products of the Millennium. Utilizing a high performance suspended film with an advanced low-e coating that reflects heat back to its source, Heat Mirror insulating glass enables buildings like Spokane City Hall to realize superior insulation and solar control, lowering a home or building's carbon footprint while decreasing cooling and heating expenses by up to 30 percent.
"Founded 30 years ago in response to the oil embargo, Southwall has always had, and always will have, energy efficiency as its core philosophy," said Dennis Capovilla, president and chief executive officer of Southwall Technologies. "As we reflect on our past by honoring the anniversary of our project with Spokane City Hall, we look forward to another 30 years of continuing to deliver innovative, industry-proven, and cost-effective super-insulating glass -- glass that promises to take green building to the next level of energy efficiency performance."
Since its introduction to the market, Heat Mirror has been installed in thousands of homes and buildings worldwide, including all 6,500 windows in New York's Empire State Building saving $400,000 in annual operating costs as a key component of a major energy upgrade.
About Southwall Technologies
Southwall Technologies Inc. is recognized as a leader in the development and manufacture of high performance, energy-saving films and glass products that dramatically improve the energy efficiency of residential, commercial and automotive glass. Southwall is an ISO 9001:2000-certified manufacturer with customers in over 25 countries.
SOURCE: Southwall Technologies Inc.
Vantage Communications for Southwall Technologies
Brianna Swales, +1-843-576-4139
bswales@pr-vantage.com
Copyright Business Wire 2010
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