* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
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, Parent has agreed to cause Purchaser to commence 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. |
(2) |
Parent and Purchaser may be deemed to have shared voting power of 62.9% (4,694,780 shares) of the Company's outstanding common stock pursuant to the Tender and Support Agreements (the "Support Agreements"), dated as of October 6, 2011, by and among Parent, Purchaser, the Company and certain stockholders of the Company. See the Schedule 13D filed by Parent on October 17, 2011. Neither Parent nor Purchaser has any pecuniary interest in any shares of common stock of the Company covered by the Support Agreements and each expressly disclaims beneficial ownership of any such shares. |
(3) |
Parent acquired 27,509 shares of the Company's common stock in open market purchases on or prior to May 28, 1999 using cash on hand. |