SOUTHWALL TECHNOLOGIES INC /DE/ 4
4 · SOUTHWALL TECHNOLOGIES INC /DE/ · Filed Nov 28, 2011
Insider Transaction Report
Form 4
SOLUTIA INC
10% Owner
Transactions
- Other
Common Stock
2011-11-23$13.60/sh+7,140,879$97,115,954→ 7,168,388 total(indirect: See footnote)
Footnotes (2)
- [F1]On October 6, 2011, Solutia Inc., a Delaware corporation ("Parent"), Backbone Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Purchaser"), and Southwall Technologies Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on October 25, 2011, Purchaser commenced a tender offer to acquire all of the shares of the Company's common stock for a purchase price of $13.60 per share in cash.
- [F2]At 12:00 midnight, New York City time, on the night of Tuesday, November 22, 2011, the Offer expired as scheduled. Based on the information provided by the depositary for the Offer, as of the expiration of the Offer, 7,140,879 shares of the Company's common stock were validly tendered and not properly withdrawn prior to the expiration of the Offer, including 23,579 shares of the Company's common stock subject to guaranteed delivery procedures. Purchaser has accepted for payment all shares of the Company's common stock validly tendered and not properly withdrawn. The shares of the Company's common stock validly tendered and not properly withdrawn represent approximately 95.7% of the Company's outstanding common stock.