Attached files
file | filename |
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8-K - FORM 8-K - EASTMAN CHEMICAL CO | d290397d8k.htm |
EX-99.7 - EX-99.7 - EASTMAN CHEMICAL CO | d290397dex997.htm |
EX-99.2 - EX-99.2 - EASTMAN CHEMICAL CO | d290397dex992.htm |
EX-99.1 - EX-99.1 - EASTMAN CHEMICAL CO | d290397dex991.htm |
EX-99.3 - EX-99.3 - EASTMAN CHEMICAL CO | d290397dex993.htm |
EX-99.5 - EX-99.5 - EASTMAN CHEMICAL CO | d290397dex995.htm |
EX-99.6 - EX-99.6 - EASTMAN CHEMICAL CO | d290397dex996.htm |
Exhibit 99.4
[Eastman logo]
[Safe Harbor language to scroll on screen]
Cautionary Statements Regarding Forward-Looking Information
This communication includes forward-looking statements subject to the safe harbor provisions of the federal securities laws. Forward-looking statements include, but are not limited to, statements regarding Eastmans current expectations regarding the timing of completion of the proposed acquisition, the expected benefits of the proposed acquisition, integration plans and expected synergies therefrom, and Eastmans anticipated future financial and operating performance and results, including estimates for general economic conditions and growth. Such expectations are based upon certain preliminary information, internal estimates, and management assumptions, expectations, and plans, and are subject to a number of risks and uncertainties inherent in projecting future conditions, events, and results. Actual results could differ materially from expectations expressed in the forward-looking statements if one or more of the underlying assumptions or expectations prove to be inaccurate or are unrealized. Important factors that could cause actual results to differ materially from such expectations are and will be detailed in the companys filings with the Securities and Exchange Commission (SEC), including the Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 that has been filed with the SEC, as well as the Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and the proxy statement/prospectus that will be included in the Registration Statement on Form S-4 that Eastman will file with the SEC in connection with the proposed acquisition. Filings made by Eastman are available when filed with the SEC, on the Eastman web site at www.eastman.com in the Investors, SEC Information section.
Additional Information and Where to Find it
Eastman will file with the SEC a registration statement on Form S-4 that will include a proxy statement of Solutia and a prospectus of Eastman relating to Eastmans proposed acquisition of Solutia. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION about Eastman, Solutia, and the proposed acquisition. Investors and security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC free of charge at the SECs website, www.sec.gov. In addition, copies of the registration statement and proxy statement/prospectus (when they become available) may be obtained free of charge by accessing Eastmans website at www.eastman.com by clicking on the Investors link and then clicking on the SEC Information link or by writing Eastman at P.O. Box 431, Kingsport, Tennessee 37662, Attention: Investor Relations. Security holders may also read and copy any reports, statements and other information filed by Eastman with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SECs website for further information on its public reference room.
Participants in the Solicitation
Eastman, Solutia, and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed acquisition. Information regarding Eastmans directors and executive officers is available in Eastmans proxy statement filed with the SEC on March 24, 2011 in connection with its 2011 annual meeting of stockholders, and information regarding Solutias directors and executive officers is available in Solutias proxy statement filed
with the SEC on March 4, 2011 in connection with its 2011 annual meeting of stockholders. Other information regarding persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the registration statement and proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Non-Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
[Jim Rogers on Camera]
Hi, Im Jim Rogers. By now, youve probably heard about our announcement to acquire Solutia. If you have a few moments, theres a video you can watch that tells you more about the deal.
But before you do that, I just wanted to personally take a minute to tell you how excited I am about this transaction and what it means for Eastman. This is a great fit for us and all of the hard work youve been doing is what put us in a position to be able to do this deal now.
We have a lot of work ahead of us, and there are a lot of decisions yet to be made. But today, I just hope you agree that this is an exciting time to be part of Eastman. This acquisition marks a significant milestone in our Commitment to Growth, and should create lots of opportunities for us to continue growing in the future. I have every confidence that with Solutias team of talented employees and their portfolio of strong products and businesses, Eastman will become an even stronger, outperforming chemical company.
So thanks for what youve done to get us hereand thanks in advance, for the work you are about to do to take us even further.
Thank you and have a great day!