Date: 30 November 2011
The purchase price was $13.60 per share in cash, without interest and less any applicable withholding taxes, as specified in the offer to purchase dated October 25, 2011, as amended, and the related letter of transmittal. The tender offer expired at 12:00 midnight, New York City time, on the night of Tuesday, November 22, 2011.
The depositary for the tender offer has advised that as of 12:00 midnight, New York City time, on the night of Tuesday, November 22, 2011, 7,140,879 shares of common stock of Southwall had been validly tendered and not properly withdrawn (including shares tendered by notices of guaranteed delivery), which includes shares of common stock issued upon the conversion of all of Southwall's outstanding convertible preferred stock.
The tendered shares represent approximately 95.7 percent of the outstanding shares of common stock of Southwall. The aggregate number of shares validly tendered and not properly withdrawn pursuant to the tender offer exceeds the "minimum condition" and, accordingly, Purchaser accepted for payment all such shares in accordance with the terms of the tender offer. Purchaser will promptly pay for such shares in accordance with the terms of the tender offer.
Purchaser intends to effect a "short-form" merger under Delaware law as promptly as practicable. In the merger, Purchaser will be merged with and into Southwall, with Southwall continuing as the surviving corporation in the merger and as a wholly-owned subsidiary of Solutia.
Upon completion of the merger, all remaining Southwall stockholders who did not tender their shares in the tender offer (other than shares owned by Purchaser, Solutia, Southwall and their respective subsidiaries) will have the right to receive the same $13.60 per share in cash, without interest and less any applicable withholding taxes, paid in the tender offer. Following the merger, the common stock of Southwall will cease to be traded on the Nasdaq Capital Market.
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