Southwall Purchase to Bring New Solutia Product to Laminated Glass Market
October 14, 2011

By Sahely Mukerji,

The acquisition of Southwall Technologies of Palo Alto, Calif., will enable St. Louis-based Solutia Inc. to offer Southwall's patented XIR transparent film encapsulated between layers of Solutia's Saflex polyvinyl butyral interlayers. "This 'interlayer stack' forms a protective barrier against the harmful effects of the sun in laminated automotive glass, with some play in the architectural market," says Melissa Zona, director of corporate communications for Solutia. "This positions us for a unique expansion of our product offerings, providing yet another performance-enhancing option to our customers."

The purchase secures Solutia's access to Southwall's proprietary XIR technology, a key base material for the company's V-Kool premium aftermarket window films, and drives the development of other next-generation window films for the LLumar brand, as well as conductive films that achieve levels of optical clarity comparable to glass in readability for Solutia's electronics business, Zona says. "In addition, Southwall brings added [its] manufacturing capacity and capabilities that will support the fast growing demand for high-tech films for the electronics market, an essential component in many e-readers, touch screens and smartphones," she says. "This growth is driven by the industry shift from glass to films, which provide cost-effective solutions that make devices lighter and more flexible, with less breakage."

The companies have signed an 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. "We anticipate this acquisition will be accretive to Solutia's earnings per share in the first year," Zona says. "The purchase price represents approximately 9.5 times Southwall's projected 2011 EBITDA without synergies and approximately 6 times, post-synergies."

The acquisition is not completed yet and, therefore, no transitions have been outlined or taken place in terms of Southwall employees and facilities, Zona says. "We expect to close the transaction by the first quarter of 2012," she says.

"Solutia and Southwall will now work very closely together to make certain this transition goes smoothly," says Jeffry N. Quinn, chairman, president and chief executive officer of Solutia. "While we pursue final approvals for the transaction and after the deal closes, we will continue to provide the superior product performance and technical service our customers have come to expect. Relative to employees/facilities/jobs, the acquisition adds state-of-the-art manufacturing capacity and proprietary capabilities to Solutia's global manufacturing operations. We look forward to welcoming the strength of Southwall and its employees into Solutia once the acquisition is complete."

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