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Taminco Corp – ‘PREM14C’ for 10/14/14

On:  Tuesday, 10/14/14, at 9:17am ET   ·   For:  10/14/14   ·   Accession #:  1193125-14-370401   ·   File #:  1-35875

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/14/14  Taminco Corp                      PREM14C    10/14/14    1:1.1M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14C     Preliminary Information Statement                   HTML   1.11M 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

Check the appropriate box:

TAMINCO CORPORATION

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

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PRELIMINARY COPY—SUBJECT TO COMPLETION

Taminco Corporation

Two Windsor Plaza, Suite 411

7540 Windsor Drive

Allentown, Pennsylvania 18195

NOTICE OF WRITTEN CONSENT AND APPRAISAL RIGHTS

AND

INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY.

To our Stockholders:

This notice of Written Consent and Appraisal Rights and Information Statement (this “Information Statement”) is being furnished to the holders of common stock, par value $0.001 per share (the “Common Stock”) of Taminco Corporation, a Delaware corporation (the “Company” or “Taminco”) in connection with the Agreement and Plan of Merger, dated as of September 11, 2014, by and among Eastman Chemical Company, a Delaware corporation (“Parent” or “Eastman”), Stella Merger Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and the Company (such Agreement and Plan of Merger, the “Merger Agreement”, a copy of which is attached as Annex A to this Information Statement). Pursuant to the Merger Agreement and upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Parent (the “Merger”). At the effective time of the Merger (the “Effective Time”), on the terms and subject to the conditions set forth in the Merger Agreement, each issued and outstanding share of Common Stock outstanding immediately prior to the Effective Time will thereupon be converted automatically into the right to receive $26.00 per share in cash without interest (the “Merger Consideration”), other than any (i) shares of Common Stock (A) owned, directly or indirectly, by Parent or any direct or indirect wholly-owned subsidiary of Parent, immediately prior to the Effective Time or (B) held by the Company or any direct or indirect wholly-owned subsidiary of the Company, immediately prior to the Effective Time (in each case, other than any such shares of Common Stock held on behalf of third parties) ((A) and (B) together, the “Cancelled Shares”) and (ii) shares of Common Stock with respect to which a stockholder has properly demanded appraisal pursuant to, and in compliance in all respects with, Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) (“Dissenting Shares”).

After careful consideration, the board of directors of the Company (the “Company Board”) unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to and in the best interests of the Company and its stockholders, (ii) approved the execution and delivery of the Merger Agreement and the performance by the Company and its subsidiaries of their obligations thereunder, in each case upon the terms and subject to the conditions set forth therein and (iii) recommended that the Company’s stockholders adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger. The Company Board considered a number of factors in evaluating the Merger and consulted with its outside legal and financial advisors.

The adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, required the affirmative vote or written consent by the Company’s stockholders holding in the aggregate at least a majority of the outstanding shares of Common Stock. On September 11, 2014 certain affiliated investment funds of Apollo Management VII, L.P. (collectively, “Apollo”), including AP Taminco Global Chemical Holdings, L.P. and Taminco Co-Investors, L.P., which as of September 11, 2014 owned in the aggregate 35,708,219 shares of Common Stock, constituting approximately 54% of the voting power of the issued and outstanding shares of Common Stock, entered into a support agreement with Parent (in the form attached as Annex B to this Information Statement, the “Support Agreement”) pursuant to which Apollo agreed,

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upon the terms and subject to the conditions set forth therein, to deliver a written consent adopting the Merger Agreement and approving the transactions contemplated thereby, including the Merger. On October 11, 2014, Apollo, which as of such date, owned 35,708,219 shares of Common Stock, constituting approximately 54% of the voting power of the issued and outstanding shares of Common Stock, executed and delivered such written consent (in the form attached as Annex C to this Information Statement, the “Written Consent”) adopting the Merger Agreement and approving the transactions contemplated thereby, including the Merger. As a result, no further action by any stockholder of the Company is required under applicable law or the Merger Agreement to adopt the Merger Agreement or the transactions contemplated thereby, including the Merger, and the Company is not soliciting your vote for or consent to the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, and the Company will not call a stockholder meeting for purposes of voting on the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger. This notice and the accompanying Information Statement shall constitute notice to you from the Company of stockholder action by less than unanimous written consent required by Section 228(e) of the DGCL.

Under Section 262 of the DGCL, if the Merger is completed, subject to strict compliance with the requirements of Section 262 of the DGCL, holders of shares of Common Stock, other than Apollo, will have the right to seek an appraisal for, and be paid the “fair value” in cash of, their shares of Common Stock (as determined by the Court of Chancery of the State of Delaware) instead of receiving the Merger Consideration. To exercise your appraisal rights, you must submit a written demand for an appraisal no later than twenty (20) days after the mailing of this Information Statement and comply precisely with other procedures set forth in Section 262 of the DGCL, which procedures are summarized in the accompanying Information Statement. Such Information Statement is being delivered on October —, 2014. Accordingly, any demands for appraisal must be delivered to the Company in the manner specified in this Information Statement and in strict compliance with Section 262 of the DGCL on or before —, 2014. A copy of Section 262 of the DGCL is attached to the accompanying Information Statement as Annex D. This notice and the accompanying Information Statement shall constitute notice to you from the Company of the availability of appraisal rights under Section 262 of the DGCL in connection with the Merger.

BY ORDER OF THE BOARD OF DIRECTORS,

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the fairness of the Merger or passed upon the adequacy or accuracy of the disclosures in this notice or the accompanying information statement. Any representation to the contrary is a criminal offense.

This Information Statement is dated October —, 2014 and is first being mailed to stockholders on or about October —, 2014.

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SUMMARY

This summary highlights important information from this Information Statement. It may not contain all of the information that is important to you with respect to the Merger. You should read carefully this entire Information Statement, together with the Annexes, and the other documents to which this Information Statement refers to understand fully the Merger and the transactions contemplated by the Merger Agreement. See “Where You Can Find More Information.” We have included page references in this summary directing you to a more complete description of those items.

Unless otherwise indicated or unless the context requires otherwise: all references in this Information Statement to “the Company,” “we,” “our” and “us” refer to Taminco Corporation and, where appropriate, its subsidiaries; and all references in this Information Statement to terms defined in the notice to which this Information Statement is attached have the meanings provided in that notice.

Parties to the Merger (Page 14)

Taminco Corporation

Taminco is a global specialty chemical company, with a clear focus on niche markets. We believe Taminco is the world’s leading producer of alkylamines & derivatives. Taminco is a major producer of formic acid & derivatives, supplying diversified, global end markets. Taminco’s products are used by customers in the manufacture of a diverse array of products for the agriculture, animal nutrition, water treatment, personal & home care and oil & gas end-markets, and its products provide these goods with a variety of ancillary characteristics required for optimal performance. Taminco currently operates in 20 countries with eight production facilities.

Eastman Chemical Company

Eastman is a global specialty chemical company that produces a broad range of products found in items people use every day. With a portfolio of specialty businesses, Eastman works with customers to deliver innovative products and solutions while maintaining a commitment to safety and sustainability. Its market-driven approaches take advantage of world-class technology platforms and leading positions in attractive end-markets such as transportation, building and construction and consumables. Eastman focuses on creating consistent, superior value for all stakeholders. As a globally diverse company, Eastman serves customers in approximately 100 countries and, in fiscal year 2013, had revenues of approximately $9.4 billion. Eastman is headquartered in Kingsport, Tennessee, USA and employs approximately 14,000 people around the world.

Stella Merger Corp.

Stella Merger Corp. was formed by Parent solely for the purpose of completing the Merger. Merger Sub is a wholly-owned subsidiary of Parent and has not carried on any activities to date, except for activities incidental to its incorporation and activities undertaken in connection with the transactions contemplated by the Merger Agreement.

The Merger (Page 15)

The boards of directors of each of the Company, Parent and Merger Sub have approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and on September 11, 2014, the Company, Parent, and Merger Sub entered into the Merger Agreement.

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The Merger Consideration (Page 46)

At the Effective Time, on the terms and subject to the conditions set forth in the Merger Agreement, each share of Common Stock outstanding immediately prior to the Effective Time will thereupon be converted automatically into the right to receive the Merger Consideration (representing $26.00 per share in cash without interest) and deduction of any applicable withholding taxes, if any, other than any (i) Cancelled Shares and (ii) Dissenting Shares.

Each option (“Company Stock Option”) (whether vested or unvested) to purchase shares of Common Stock that is outstanding immediately prior to the Effective Time will, as of the Effective Time and except as agreed between Parent and any holder thereof, be cancelled and in exchange therefor converted into only the right to receive at the Effective Time an amount in cash equal to the product of (i) the total number of shares of Common Stock subject to such Company Stock Option and (ii) the excess, if any, of the amount of the Merger Consideration over the exercise price per share of Common Stock subject to such Company Stock Option, less applicable withholding taxes, if any.

Reasons for the Merger (Page 21)

After careful consideration of various factors described in the section entitled “The Merger—Reasons for the Merger” beginning on page 21 of this Information Statement, the Company Board unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, were advisable and fair to and in the best interests of the Company and its stockholders, (ii) approved the execution and delivery of the Merger Agreement and the performance by the Company and its subsidiaries of their obligations thereunder, in each case upon the terms and subject to the conditions set forth therein and (iii) recommended that the Company’s stockholders adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger. The Company Board considered a number of factors in evaluating the Merger and consulted with its outside legal and financial advisors.

For a discussion of the material factors considered by the Company Board in reaching its conclusions, see the section entitled “The Merger—Reasons for the Merger” beginning on page 21 of this Information Statement.

Required Stockholder Approval; Stockholder Action by Written Consent (Page 63)

The adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, required the affirmative vote or written consent by the Company’s stockholders holding in the aggregate at least a majority of the outstanding shares of Common Stock. On September 11, 2014, Apollo, which as of September 11, 2014 owned in the aggregate 35,708,219 shares of Common Stock, constituting approximately 54% of the voting power of the issued and outstanding shares of Common Stock, entered into the Support Agreement pursuant to which Apollo agreed, upon the terms and subject to the conditions set forth therein, to deliver a written consent adopting the Merger Agreement and approving the transactions contemplated thereby, including the Merger.

On October 11, 2014, Apollo, which as of such date, owned 35,708,219 shares of Common Stock, constituting approximately 54% of the voting power of the issued and outstanding shares of Common Stock, executed and delivered a written consent (in the form attached as Annex C to this Information Statement, the “Written Consent”) adopting the Merger Agreement and approving the transactions contemplated thereby,

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including the Merger. As a result, no further action by any stockholder of the Company is required under applicable law or the Merger Agreement to adopt the Merger Agreement or the transactions contemplated thereby, including the Merger, and the Company is not soliciting your vote for or consent to the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, and the Company will not call a stockholder meeting for purposes of voting on the adoption of the Merger Agreement and approving the transactions contemplated thereby, including the Merger.

Opinion of the Company’s Financial Advisor (Page 25)

Morgan Stanley & Co. LLC (“Morgan Stanley”) was retained by the Company to provide it with financial advisory services and a financial opinion in connection with a potential sale of the Company. In connection with the Merger, at the meeting of the Company Board on September 10, 2014, Morgan Stanley rendered its oral opinion to the Company Board, which opinion was subsequently confirmed in writing dated September 10, 2014, that as of such date, based upon and subject to the assumptions made, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley, in each case, as set forth in its written opinion, the $26.00 in cash per share of Common Stock to be received by the holders of shares of Common Stock (other than holders of Cancelled Shares or Dissenting Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Morgan Stanley’s written opinion, dated September 10, 2014, is attached as Annex E to this Information Statement. You should read the opinion in its entirety for a discussion of the assumptions made, procedures followed, matters considered and limitations upon the review undertaken by Morgan Stanley in rendering the opinion. This summary is qualified in its entirety by reference to the full text of such opinion. Morgan Stanley’s opinion was directed to, and for the information of, the Company Board, and addressed as of the date of such opinion only the fairness, from a financial point of view, to the holders of shares of Common Stock (other than holders of Cancelled Shares or Dissenting Shares), of the $26.00 in cash per share to be received by such holders pursuant to the Merger Agreement. It does not address any other aspects of the Merger and does not constitute a recommendation to any stockholders of the Company as to how to vote or whether to take any other actions in connection with the Merger. For a further discussion of Morgan Stanley’s opinion, see “The Merger—Opinion of the Company’s Financial Advisor” beginning on page 25 and Annex E to this Information Statement.

Financing of the Merger

The obligations of Parent and Merger Sub to consummate the Merger are not contingent on the receipt of any proceeds from any financing.

Interests of Executive Officers and Directors of the Company in the Merger (Page 37)

In considering the recommendation of the Company Board with respect to the Merger Agreement, you should be aware that our directors and executive officers may have, and our principal stockholders may be viewed to have, interests in the Merger that are different from, or in addition to, those of our stockholders generally. These interests may create potential conflicts of interest. The Company Board was aware of these potential conflicts of interest and considered them, among other matters, in reaching its decision to approve the Merger Agreement and to recommend that the Company’s stockholders adopt the Merger Agreement and the transactions contemplated thereby, including the Merger.

As of September 11, 2014, our directors and executive officers held and are entitled to vote, in the aggregate, 1,604,762 shares of Common Stock, representing approximately 2.4% of the voting power of the outstanding shares entitled to vote on the adoption of the Merger Agreement. The Merger Agreement provides that each holder of shares of Common Stock, including the Company’s directors and executive officers, will be entitled to receive the Merger Consideration for each share of Common Stock held immediately prior to the Effective Time.

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As of September 11, 2014, the Company’s directors and executive officers held options to purchase 2,201,305 shares of Common Stock with an exercise price of less than $22.60 per share and with a weighted average exercise price of $6.46 per share, of which options to purchase 485,287 shares are vested and options for 1,716,018 shares are unvested. The Merger Agreement provides that each issued and outstanding Company Stock Option, whether vested or unvested, as of the Effective Time and except as agreed between Parent and any holder thereof, will be cancelled upon completion of the Merger, and in exchange therefor, and converted into the right to receive at the Effective Time an amount in cash equal to the product of (i) the total number of shares of Common Stock subject to the cancelled Company Stock Option immediately prior to the completion of the Merger, multiplied by (ii) the excess, if any, of the per share Merger Consideration over the exercise price per share under such Company Stock Option, less applicable taxes required to be withheld with respect to such payment.

Parent and the Company, as the surviving corporation in the Merger (the “Surviving Corporation”), have agreed to indemnify and hold harmless each of the Company’s present and former directors and officers following completion of the Merger to the fullest extent permitted by applicable law. Additionally, Parent will cause to be maintained a policy of directors’ and officers’ liability insurance coverage for the benefit of our executive officers and directors for six (6) years following completion of the Merger.

Certain of the Company’s executive officers are party to management agreements, offer letters or employment agreements that provide that, upon a qualifying termination of employment, the executive officers are entitled to notice by the Company for a specified period of time, or payment of continued base salary and, in some cases, medical and other specified employee benefits, in lieu of such notice. Certain of the Company’s executive officers are party to change in control severance agreements that provide for severance payments and benefits that may become payable upon a qualifying termination of employment that occurs in connection with the Merger, to the extent these severance payments and benefits exceed what the executive officers are entitled to under existing agreements, benefit plans or applicable law. The interests of the Company’s directors and officers are described more fully under “The Merger—Interests of Executive Officers and Directors of the Company in the Merger” beginning on page 37 of this Information Statement.

The Merger Agreement (Page 45)

Solicitation of Acquisition Proposals (Page 52)

From the execution of the Merger Agreement and until 12:01 a.m. on October 11, 2014 (such date, the “Go-Shop Period End Date” and the period until such date, the “Go-Shop Period”), the Company, its subsidiaries and their respective representatives had the right to solicit, initiate, encourage or facilitate any inquiry or the making of any proposal or offer that constitutes an Alternative Proposal (see page 54 of this Information Statement for the definition of “Alternative Proposal”), including by providing information (including non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, the Company and its subsidiaries to any person pursuant to acceptable confidentiality agreements (to the extent that any such non-public information had not previously been made available to Parent, the Company must promptly, and in any event within twenty-four (24) hours, make available such non-public information to Parent), and engage in, enter into, continue or otherwise participate in any discussions or negotiations with any persons or group of persons with respect to any Alternative Proposals and cooperate with or assist or participate in or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Alternative Proposal. Notwithstanding the “non-solicitation” provisions described below, the Company and its subsidiaries and their respective representatives are permitted to continue to engage in the activities described in the previous sentence until the business day that is fifteen (15) days following the Go-Shop Period End Date (as adjusted pursuant to the Merger Agreement, the “Cut-Off Date”) with respect to certain third parties that made Alternative Proposals during the Go-Shop Period that the Company Board determines in good faith, after consultation with outside counsel and its financial advisors, is or could reasonably be expected to result in a Superior Proposal (see page 54 of this Information Statement for the definition of “Superior Proposal”) (such third parties, “Excluded Parties”).

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Except as may relate to any Excluded Party until the Cut-Off Date or as permitted by the Merger Agreement, from the Go-Shop Period End Date until the earlier of (i) the Effective Time and (ii) the termination of the Merger Agreement, the Company has agreed that it will not, and will cause its subsidiaries not to, and will use its reasonable best efforts to cause its or their respective affiliates or representatives not to, (i) solicit, initiate or knowingly encourage or facilitate any inquiry, proposal or offer with respect to, or the making, submission or announcement of, any Alternative Proposal, (ii) participate in any negotiations regarding an Alternative Proposal with, or furnish any non-public information regarding an Alternative Proposal to, any person or group of persons that has made an Alternative Proposal (iii) engage in discussions regarding an Alternative Proposal with any person or group of persons that has made an Alternative Proposal, except to notify such person or group of persons as to the existence of the provisions of the Merger Agreement, (iv) approve or recommend any Alternative Proposal or (v) enter into any Alternative Acquisition Agreement (as defined in the Merger Agreement).

Notwithstanding the above restrictions and subject to certain conditions, the Company may, solely in response to an unsolicited Alternative Proposal made on or after the Go-Shop Period End Date and prior to the date that is twenty (20) days after the mailing of this Information Statement (the “Window Shop End Date”), with respect to any person that has made such unsolicited Alternative Proposal (i) in response to a request therefor by such person, provide information or afford access to the books and records or representatives of the Company, and (ii) engage, participate in or facilitate any discussions or negotiations with such person (and its representatives) with respect to such Alternative Proposal.

In the event that the Company Board has concluded in good faith, after consultation with its outside advisors, that in light of a Superior Proposal from a person or group of persons (a “Change of Recommendation Party”), it would be reasonably likely to be inconsistent with the Company Board’s exercise of their fiduciary obligations to Taminco’s stockholders under applicable law to make the Company Board Recommendation (see page 54 of this Information Statement for the definition of “Company Board Recommendation”) or to fail to effect a Change of Recommendation (see page 53 of this Information Statement for the definition of “Change of Recommendation”) in a manner adverse to Eastman, Taminco may terminate the Merger Agreement by providing four (4) business days written notice (such notice, a “Termination Notice”) to Eastman. In the event that Eastman, does not deliver to Taminco prior to 12:01 a.m. on the date that is four (4) business days following the date of the Termination Notice (the “Expiration Date”) a written, binding and irrevocable proposal that the Company Board determines in good faith, after consultation with its financial advisors and outside legal counsel, is at least as favorable to Taminco and its stockholders as such Superior Proposal (a “Parent Superior Proposal”), the Company Board may in its sole discretion immediately cause Taminco to terminate the Merger Agreement without the need for any further action or notice. If Eastman does deliver a Parent Superior Proposal on or before the Expiration Date, then the Cut-Off Date shall be automatically extended (with respect to such Change of Recommendation Party) to at least until 12:01 a.m. on the date that is four (4) business days following the date of the Parent Superior Proposal. During such period, Taminco may, among other things, continue negotiations with the Change of Recommendation Party, provided that prior to terminating the Merger Agreement due to a Change of Recommendation in favor of the Change of Recommendation Party over the Parent Superior Proposal, Taminco will be required to again comply with the termination notice requirements and procedures described above.

See “The Merger Agreement—Solicitation of Acquisition Proposals” beginning on page 52 of this Information Statement, “The Merger Agreement—Termination Fees” beginning on page 61 of this Information Statement and “The Merger Agreement—Termination” beginning on page 59 of this Information Statement.

Conditions to the Merger (Page 58)

Each of the Company’s, Parent’s and Merger Sub’s obligation to complete the Merger is subject to the fulfillment or written waiver at or prior to the Effective Time of the following conditions:

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The Company’s obligation to complete the Merger is subject to the satisfaction or written waiver of the following additional conditions:

Parent’s and Merger Sub’s respective obligations to complete the Merger are subject to the satisfaction or waiver of the following additional conditions:

Termination (Page 59)

The Merger Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after delivery of the Written Consent:

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Termination Fees (Page 61)

Upon termination of the Merger Agreement, under specified circumstances and on the terms and subject to the conditions set forth therein, the Company may be required to pay to Parent a termination fee, the amount of which, if and when payable, would be either $62,804,683 or $35,888,931 (in each case, net of any Eastman expenses previously paid by the Company), depending on the circumstances under which the Merger Agreement is terminated.

See “The Merger Agreement—Termination Fees” beginning on page 61 of this Information Statement.

Material U.S. Federal Income Tax Consequences of the Merger (Page 42)

If you are a U.S. Holder (as defined in “The Merger—Material U.S. Federal Income Tax Consequences of the Merger to Our Stockholders” beginning on page 42 of this Information Statement), the Merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder of shares of Common Stock receiving cash in the Merger generally will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the (x) amount of cash you receive (determined before deduction of any applicable withholding taxes) and (y) adjusted tax basis of your surrendered shares of Common Stock.

Holders of shares of Common Stock should consult their tax advisor about the U.S. federal, state, local and foreign tax consequences of the Merger.

See “The Merger—Material U.S. Federal Income Tax Consequences of the Merger to Our Stockholders” beginning on page 42 of this Information Statement.

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Procedures for Receiving Merger Consideration (Page 37)

Prior to the Effective Time, Parent will enter into an agreement with the Exchange Agent. As soon as reasonably practicable after the Effective Time (and in any event not later than three (3) business days thereafter), the Exchange Agent will mail to each holder of record of Common Stock whose Common Stock was converted into the right to receive the Merger Consideration in accordance with the terms and subject to the conditions of the Merger Agreement (i) a letter of transmittal and (ii) instructions for use in effecting the surrender of Common Stock in exchange for the Merger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Common Stock.

Appraisal Rights of Existing Stockholders (Page 65)

Under Section 262 of the DGCL, if the Merger is completed, subject to strict compliance with the requirements of Section 262 of the DGCL, stockholders are entitled to seek appraisal for, and be paid the “fair value” in cash of, their shares of Common Stock (as determined by the Court of Chancery of the State of Delaware (the “Delaware Court”)) instead of receiving the Merger Consideration. To exercise appraisal rights in connection with the Merger, stockholders must submit a written demand for appraisal within twenty (20) days of the mailing date of this Information Statement and comply precisely with all of the other procedures set forth in Section 262 of the DGCL, which procedures are summarized in this Information Statement. Under Section 262 of the DGCL, holders of shares of Common Stock who did not consent to the adoption of the Merger Agreement, who submit a demand for appraisal rights and follow the other procedures set forth in Section 262 of the DGCL and who do not thereafter withdraw their demand for appraisal of such shares or otherwise lose their appraisal rights, will be entitled to have their shares appraised by the Delaware Court, and to receive payment in cash of the “fair value” of those shares, together with interest, if any, to be paid upon the amount determined to be “fair value,” but exclusive of any element of value arising from the accomplishment or expectation of the Merger. The ultimate amount that you receive in an appraisal proceeding may be less than, equal to or more than the amount of the Merger Consideration that you would have received under the Merger Agreement.

To exercise your appraisal rights, you must submit a written demand of appraisal to the Company within 20 days of the date of mailing of this Information Statement. Your failure to follow exactly the procedures specified under the DGCL may result in the loss of your appraisal rights. See the section entitled “Appraisal Rights” beginning on page 65 of this Information Statement and the text of Section 262 of the DGCL, which is reproduced in its entirety as Annex D to this Information Statement and incorporated by reference herein. A demand for appraisal must be made by a record holder of shares of Common Stock. If you hold your shares of Common Stock through a bank, brokerage firm, trust or other nominee and you wish to exercise your appraisal rights, you should consult with your bank, brokerage firm, trust or other nominee to determine the appropriate procedures for the making of a demand for appraisal by the bank, brokerage firm, trust or the other nominee. In view of the complexity of Section 262 of the DGCL, stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors promptly.

Market Price of Our Common Stock (Page 64)

Shares of Common Stock are quoted on the New York Stock Exchange (“NYSE”) under the trading symbol “TAM.” The closing sale price of shares of Common Stock on September 10, 2014, which was the last trading day before the announcement of the Merger Agreement, was $23.88 per share. The closing sale price of shares of Common Stock on October —, 2014, the most recent practicable date before this Information Statement was mailed to the Company’s stockholders, was $— per share.

Delisting and Deregistration of Our Common Stock

If the Merger is completed, the Common Stock will be delisted from the NYSE and deregistered under the Exchange Act. As such, the Company would no longer file periodic reports with the SEC on account of the Common Stock or otherwise.

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QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers are intended to briefly address commonly asked questions as they pertain to the Merger Agreement and the Merger. These questions and answers may not address all questions that may be important to you as a Company stockholder. Please refer to the “Summary” beginning on page 1 and the more detailed information contained elsewhere in this Information Statement, the Annexes to this Information Statement and the documents referred to or incorporated by reference in this Information Statement, each of which you should read carefully. You may obtain information incorporated by reference in this Information Statement without charge by following the instructions under “Where You Can Find More Information.”

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After careful consideration, the Company Board, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to and in the best interests of the Company and its stockholders, (ii) approved the execution and delivery of the Merger Agreement and the performance by the Company and its subsidiaries of their obligations thereunder, in each case upon the terms and subject to the conditions set forth therein and (iii) recommended that the Company’s stockholders adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger. The Company Board considered a number of factors in evaluating the Merger and consulted with its outside legal and financial advisors. See “The Merger—Reasons for the Merger” beginning on page 21.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Information Statement, and the documents to which we refer you in this Information Statement, contain forward-looking statements that involve numerous risks and uncertainties which may be difficult to predict. The statements contained in this communication that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, including, without limitation, statements regarding projections as described in “The Merger—Certain Company Forecasts” beginning on page 35 of this Information Statement or other prospective financial items, and the expected timing of the closing of the proposed Merger. The projections by the Company’s management included in this Information Statement reflect assumptions and estimates by management of the Company. Many of these assumptions and estimates are driven by factors beyond the control of the Company, and it can be expected that one or more of them will not materialize as expected or will vary significantly from actual results. Accordingly, you should not place undue reliance on these projections or any of the other forward-looking statements in this Information Statement, which are likewise subject to numerous uncertainties. All forward-looking statements included in this communication are based on information available to the Company on the date hereof. In some cases, you can identify forward-looking statements by terminology such as “may,” “can,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,” “goals,” “projects,” “outlook,” “continue,” “preliminary,” “guidance,” or variations of such words, similar expressions, or the negative of these terms or other comparable terminology.

No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the Company’s business, results of operations or financial condition. Accordingly, actual results may differ materially and adversely from those expressed in any forward-looking statements. Neither the Company nor any other person can assume responsibility for the accuracy and completeness of forward-looking statements. There are various important factors that could cause actual results to differ materially from those in any such forward-looking statements, many of which are beyond the Company’s control. These factors include, without limitation: the results and effects of the Company’s announcement of the Merger; the expected closing date; failure to obtain, delays in obtaining or adverse conditions contained in any required regulatory or other approvals in connection with the Merger; the possibility of failure to consummate or delay in consummating the Merger, including, but not limited to, due to the failure to satisfy the closing conditions; the outcome of any legal proceedings that may be instituted against the Company and others related to the Merger Agreement; the effect of the Merger on the Company’s ability to attract and retain key personnel, on the Company’s revenues, including the length of the Company’s revenue cycles, and on the Company’s total costs and expenses; the diversion of management’s attention from ongoing business concerns as a result of the Merger; costs relating to the Merger, such as legal, accounting and financial advisory fees, and, in specified circumstances, termination fees that must be paid even if the Merger is not completed; and the information contained under the headings “Risk Factors” and “Business” and other factors identified in the Company’s most recent Annual Report on Form 10-K filed with the SEC, which is available at the SEC’s website at www.sec.gov. Many of these factors are beyond the control of the Company.

Additionally, the unaudited prospective financial information prepared by management of the Company included in this Information Statement reflects assumptions and estimates by management of the Company as of the date specified in the unaudited prospective financial information or the date of any document incorporated by reference in this Information Statement. Many of these assumptions and estimates are driven by factors beyond the control of the Company, and it can be expected that one or more of them will not materialize as expected or will vary significantly from actual results. No independent accountants have reviewed or provided any assurance with respect to the unaudited prospective financial information. Moreover, the Company does not undertake any obligation to update the unaudited prospective financial information and does not intend to do so. For the foregoing reasons, as well as the bases and assumptions on which the unaudited prospective financial information was compiled, the inclusion of the Company’s unaudited prospective financial information in this Information Statement should not be regarded as an indication that such information will be predictive of future results or

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events nor construed as financial guidance, and it should not be relied on as such or for any other purpose whatsoever.

Except for the Company’s ongoing obligations to disclose certain information as required by federal securities laws, the Company undertakes no obligation (and expressly disclaims any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

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THE PARTIES TO THE MERGER

The Company

Taminco Corporation

Two Windsor Plaza, Suite 411

7540 Windsor Drive

Allentown, Pennsylvania 18195

Taminco Corporation is a global specialty chemical company, with a clear focus on niche markets. We believe Taminco is the world’s leading producer of alkylamines & derivatives. Taminco is a major producer of formic acid & derivatives, supplying diversified, global end markets. Taminco’s products are used by customers in the manufacture of a diverse array of products for the agriculture, animal nutrition, water treatment, personal & home care and oil & gas end-markets, and its products provide these goods with a variety of ancillary characteristics required for optimal performance. Taminco currently operates in 20 countries with eight production facilities.

For more information about the Company, please visit our website at www.taminco.com. Our website address is provided as an inactive textual reference only. The information on the Company’s website is not incorporated into, and does not form part of, this Information Statement.

Parent

Eastman Chemical Company

200 South Wilcox Dr.

Kingsport, TN 37662

Eastman Chemical Company is a global specialty chemical company that produces a broad range of products found in items people use every day. With a portfolio of specialty businesses, Eastman works with customers to deliver innovative products and solutions while maintaining a commitment to safety and sustainability. Its market-driven approaches take advantage of world-class technology platforms and leading positions in attractive end-markets such as transportation, building and construction and consumables. Eastman focuses on creating consistent, superior value for all stakeholders. As a globally diverse company, Eastman serves customers in approximately 100 countries and had 2013 revenues of approximately $9.4 billion. Eastman is headquartered in Kingsport, Tennessee, USA and employs approximately 14,000 people around the world.

For more information about Eastman, please visit Eastman’s website at www.eastman.com. Eastman’s website address is provided as an inactive textual reference only. The information on Eastman’s website is not incorporated into, and does not form part of, this Information Statement.

Merger Sub

Stella Merger Corp.

200 South Wilcox Dr.

Kingsport, TN 37662

Stella Merger Corp. was formed by Parent solely for the purpose of completing the Merger. Merger Sub is a wholly-owned subsidiary of Parent and has not carried on any activities to date, except for activities incidental to its incorporation and activities undertaken in connection with the transactions contemplated by the Merger Agreement.

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THE MERGER

The following is a description of the material aspects of the Merger, which may not contain all of the information that is important to you and is qualified in its entirety by reference to the Merger Agreement attached to this information statement as Annex A. We encourage you to read carefully this entire Information Statement, including the Merger Agreement, for a more complete understanding of the Merger.

Background of the Merger

The Company Board, along with senior members of the management team, as part of its ongoing evaluation of the Company’s business and strategic direction, regularly evaluates strategic alternatives for the Company, including prospects for acquisitions and for the sale of the Company. The Company Board considers such transactions in light of the business, economic, and geopolitical environment, as well as developments in the chemicals industry generally.

In December 2011, after an active auction process, Apollo entered into a share purchase agreement with the previous sponsor of the Company pursuant to which Taminco Global Chemical Corporation acquired all of the issued share capital of Taminco Group Holdings S.à r.l. and its subsidiaries. This acquisition (the “Initial Acquisition”) was consummated in February 2012. Through this active auction process, the operations, business and assets of the Company and its subsidiaries became widely known in the chemicals industry.

In April 2013, subsequent to its initial public offering (“IPO”), 15,789,474 shares of Common Stock began trading on the NYSE at a public offering price of $15.00 per share, and in May 2013, underwriters in the IPO exercised their option to purchase 1,170,603 additional shares at the same $15.00 per share public offering price, less underwriting discounts and commission. In December 2013, the Company completed a secondary offering of 10,000,000 shares owned by Apollo at a public offering price of $20.00 per share and in January 2014, the underwriters in the secondary offering exercised their Company Stock Option to purchase 1,176,910 additional Shares at the same $20.00 per share public offering price from Apollo, less underwriting discounts and commission.

In April 2014, Mr. Scott Kleinman, a director of the Company and Lead Partner for Private Equity at Apollo Global Management, LLC, was approached by a large financial firm (“Bidder A”) with a preliminary, unsolicited, non-binding indication of interest for acquiring only Apollo’s approximately 54% interest the Company. Subsequently, by letter of June 2, 2014, Mr. Kleinman received a written, preliminary non-binding indication of interest from Bidder A wherein Bidder A proposed to “step into Apollo’s shoes” as the Company’s majority stockholder and expressed its intention to allow the Company to continue as a NYSE listed public company in which the Company’s other stockholders continued with their prior investments in the Company. The letter from Bidder A did not express an interest in acquiring all of the outstanding Common Stock and was limited to the acquisition of Apollo’s approximately 54% equity interest in the Company for $23.25 per share. Apollo responded to Bidder A’s proposal by informing Bidder A that Apollo was not interested in pursuing a sale of only Apollo’s interest in the Company, and that if Bidder A desired to acquire the Company, it should make an offer to the Company to acquire 100% of the outstanding Common Stock. The closing price of the Common Stock on June 2, 2014 was $20.70 per share.

From time to time between the Initial Acquisition and June 2014, as part of its general ongoing evaluation of the Company’s business and strategic direction, representatives of the Company and representatives of Eastman discussed at a general level potential transactions involving the Company, on the one hand, and Eastman, on the other hand.

On June 20, 2014, at the request of Eastman, Mr. Kleinman had a telephone conference regarding a potential transaction with two representatives of Eastman: Curtis E. Espeland, Executive Vice President and Chief Financial Officer of Eastman, and Damon Warmack, Vice President, Corporate Development of Eastman. Later

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that day, by letter of June 20, 2014, the Company received from Mr. Espeland a written, preliminary, non-binding indication of interest wherein Eastman proposed to acquire 100% of the outstanding Common Stock of the Company for $24.75 per share for a total transaction value (including net debt) of approximately $2.8 billion. The letter indicated, among other things, that (i) the purchase price would be entirely paid in cash from a combination of balance sheet cash and debt; (ii) Eastman’s willingness to move quickly to conduct diligence and enter into a binding agreement; (iii) Eastman had already retained Citigroup (“Citi”) to act as its financial advisor and Jones Day (“Jones Day”) as its legal advisor; and (iv) the proposed transaction had previously been discussed with, and had received the full support of, a select group of Eastman’s Board of Directors who were monitoring the proposed transaction. The closing price of the Common Stock on June 20, 2014 was $21.96 per share.

On June 23, 2014, the Company Board met with senior management of the Company and the legal advisor to the Company, Kirkland & Ellis LLP (“Kirkland”), to receive an update from Mr. Kleinman about the preliminary indications of interest received from Bidder A (for the acquisition of Apollo’s approximately 54% equity interest in the Company) and from Eastman (for the acquisition of 100% of the outstanding Common Stock of the Company). The Company Board discussed engaging a financial advisor to assist the Company Board in evaluating the potential transactions and alternatives thereto. After considering the qualifications and experience of prospective financial advisors, the Company Board authorized and directed the engagement of Morgan Stanley & Co. LLC (“Morgan Stanley”) to serve as the Company’s financial advisor in connection with evaluating the potential transactions because of, among other reasons, Morgan Stanley’s knowledge of the Company, its recent activity in the chemicals space and the depth of its experience with public company mergers and acquisitions transactions. The Company Board instructed senior management, with the assistance of members of the Company Board and the Company’s financial and legal advisors, to discuss the potential transactions with Bidder A and Eastman and their respective advisors.

During the week of June 23, 2014, at the direction of the Company Board, Morgan Stanley made contact with Citi to discuss the preliminary, non-binding indication of interest received by the Company on June 20, 2014, and informed Citi that (i) the Company would not transact at Eastman’s initial offer price of $24.75 per share but (ii) given Eastman’s willingness to move quickly, the Company would provide Eastman with limited access to management in order to improve the proposal. In addition, senior management of the Company, with the assistance of Morgan Stanley and Kirkland, prepared preliminary diligence materials. On June 24, 2014, at the direction of the Company Board, the Company provided a confidentiality agreement to Eastman, which, after extensive negotiations, was ultimately signed and delivered on June 27, 2014.

On July 2, 2014, members of senior management of the Company, including Laurent Lenoir, Director and Chief Executive Officer, Colin Gouveia, Executive Vice-President Functional Amines, Head of Global Purchasing, Regional President North America, Sabine Ketsman, Executive Vice-President Specialty Amines and Guy van den Bossche, Executive Vice-President Crop Protection, along with representatives of Morgan Stanley, met with members of senior management of Eastman, including Mark J. Costa, Chairman and Chief Executive Officer, and Mr. Warmack, and representatives of Citi in London, United Kingdom for a management presentation. The parties discussed, among other things, the Company’s organization and structure, business, key products, strategy, regulatory status and financial information.

On July 7, 2014, the Company Board met to receive an update from Morgan Stanley concerning discussions with Eastman. The Company Board discussed, with the assistance of senior management of the Company, the key features of the proposed transaction with Eastman, including, among other items, that Eastman expected the debt financing to be provided by Citi on a fully committed basis and the proposed timeline for diligence and negotiations. The Company Board discussed the terms and conditions of the proposed transaction and the potential benefits and risks of the proposed transaction, to the Company and its stockholders. The discussion also included an overview of management’s financial plan along with the key assumptions, limitations and risks associated with management’s plan. The Company Board discussed alternatives to a sale of the Company, including restructuring and other non-strategic transactions. The Company Board discussed, and asked questions

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to Morgan Stanley and senior management about, potential alternative buyers of the Company. The Company Board also discussed the status of a potential transaction with Bidder A, and Mr. Kleinman informed the Company Board that he had not received any response from Bidder A or its representatives in response to his suggestion concerning a potential offer to acquire all of the outstanding Common Stock of the Company. The Company Board discussed strategy on how to maximize the per share price for stockholders in any strategic transaction. The Company Board also discussed with Kirkland legal aspects of a proposed transaction, and Kirkland also instructed the Company Board with respect to the execution of its fiduciary duties. At this meeting, the Company Board’s advisors discussed previous relationships they had with Eastman, the Company, Apollo and entities related to Apollo. At this meeting, the Company Board instructed Morgan Stanley and management to continue discussions with Eastman.

Also on July 7, 2014, Eastman was granted access to the Company’s dataroom to conduct business, financial and legal diligence.

During early July 2014, Kirkland began preparation of a draft agreement and plan of merger based upon instructions from the Company’s management and the Company Board, and representatives of the Company, Morgan Stanley and Kirkland responded to diligence requests from Eastman and its advisors.

On July 10, 2014, members of senior management of the Company, including Mr. Kurt Decat, Director and Chief Financial Officer, Mr. Gouveia and Ms. Ketsman, along with representatives of Morgan Stanley, met with members of senior management of Eastman, including Messrs. Espeland and Warmack, along with representatives of Citi, in New York City for a finance presentation. The parties discussed, among other things, the Company’s historical financial performance, business model and financial outlook. At the direction of the Company Board, representatives of Morgan Stanley discussed with Citi an increase in the offer price by Eastman. Representatives of Citi requested additional diligence information, and as directed by the Company Board, Morgan Stanley expressed the Company’s willingness to provide additional information with the goal of increasing Eastman’s per share offer price.

Between July 10 and July 16, 2014, there were additional discussions between representatives of the Company and representatives of Eastman with respect to financial, legal and business diligence items, including, among other items, the Company’s business plan and tax-related topics and Eastman and its representatives continued to conduct diligence.

By letter of July 17, 2014, the Company received from Mr. Costa a revised proposal for the acquisition of the Company by Eastman for $25.25 per share. In such letter, Eastman noted, among other things, its desire for an exclusivity period of 30 days for continued diligence and negotiation of definitive documentation. Eastman also noted that the revised offer reflected certain items that Eastman considered as having an adverse impact on the value to Eastman, such as Eastman’s inability to recognize benefits from the Company’s net operating losses, risks relating to the Company’s business and regulatory concerns. Eastman also noted its desire to enter into a transaction pursuant to which Apollo would deliver a written consent to the adoption of the Merger Agreement following its approval by the Company Board and execution, in order to benefit the stockholders of both companies by reducing the time between signing and closing.

On July 18, 2014, the Company Board met to receive an update from members of senior management and the Company’s advisors on matters related to a potential transaction with Eastman. Members of senior management updated the Company Board on the revised offer from Eastman in its July 17, 2014 letter, meetings between senior management of Eastman and the Company and the status of diligence. The Company Board, in consultation with key members of management, reviewed and considered matters relating to a potential transaction with Eastman, including the potential timing, structure, and price of any such transaction. The Company Board discussed the terms and conditions of the proposed transaction, and the potential benefits and risks of the proposed transaction, to the Company and its stockholders. Morgan Stanley discussed financial aspects of Eastman’s revised offer. The Company Board also discussed with Morgan Stanley the need for the Company’s forecasts to include the net impact of the expiration of a supply contract in 2019. The Company

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Board discussed and considered with senior management other alternatives to a sale of the Company, including restructuring and other non-strategic transactions. The Company Board discussed, and asked questions to Morgan Stanley and senior management about, potential alternative buyers of the Company. The Company Board discussed strategy on how to maximize the per share price for stockholders in any strategic transaction with Eastman. The Company Board also discussed with Kirkland the legal aspects of a potential transaction with Eastman. As a result of the foregoing discussions, the Company Board instructed senior management and the Company’s advisors to continue negotiations with respect to a proposed transaction with Eastman and to convey to Eastman and its advisors that the Company would not be willing to enter into a transaction at the $25.25 per share price.

Following the Company Board meeting on July 18, 2014, representatives of Morgan Stanley, at the direction of the Company Board, conveyed to Citi that the Company would not be willing to enter into a transaction based upon the terms and conditions set forth in Eastman’s July 17, 2014 letter unless Eastman increased its offer price. At the direction of the Company Board, Morgan Stanley also communicated to Citi that the Company would consider providing additional diligence materials and making senior management of the Company available to Eastman and its advisors to discuss Eastman’s concerns only if Eastman agreed to increase its offer price. In this regard, Eastman’s access to the dataroom was suspended.

On July 23, 2014, the Company Board met with members of senior management and its legal and financial advisors to discuss an update on discussions with Eastman. The Company Board reviewed and considered the Company’s transaction alternatives. Morgan Stanley discussed the financial aspects of the offer. The Company Board reiterated its instructions to senior management and its advisors that it was unwilling to enter into a transaction at the $25.25 per share price.

In early August 2014, Bidder A expressed to the Company its general interest in an acquisition of a larger percentage of the Company’s outstanding Common Stock but declined to express an interest in acquiring 100% of the outstanding Common Stock. Bidder A did not communicate an offer price.

On August 7, 2014, the Company announced its second quarter results, including a year over year volume increase of 25%, an increase in year over year net sales of 21% to $370 million, and year over year Adjusted EBITDA growth of 17% to $77 million. The Company reiterated its full year Adjusted EBITDA guidance of $290-295 million. This guidance was based upon certain expectations and risks, including risks related to current economic conditions, business development, certain investments, execution of Company strategy, and government policy. The Company also announced the completion of its Methylamine expansion project at its Pace, Florida facility and confirmed that the integration of the formic acid solutions business was on track.

At the request of Eastman, on August 21, 2014, members of the Company Board and senior management of the Company, including Messrs. Kleinman, Lenoir and Decat, along with representatives of Morgan Stanley, met in New York City with representatives of Eastman, including Messrs. Costa, Warmack and Espeland (by conference call), along with representatives of Citi. The parties discussed the Company’s second quarter results, the ability of the Company to execute on its business plan and Eastman’s concerns with respect to the Company’s business and a potential transaction. The Company reiterated that it was unwilling to enter into a transaction at the $25.25 per share price but would be willing to consider a transaction with Eastman at a higher price.

By letter of August 25, 2014, the Company received from Mr. Costa a revised proposal for the acquisition of the Company by Eastman for $26.00 per share. In such letter, Eastman noted, among other things, its proposal for a purchase price paid entirely in cash from a combination of Eastman’s balance sheet cash and debt and its willingness to finalize their diligence and negotiate and finalize definitive documentation by mid-September 2014. Eastman also reiterated its desire to enter into a transaction pursuant to which Apollo would deliver a written consent to the adoption of the Merger Agreement following its approval by the Company Board and execution.

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On August 26, 2014, the Company Board met with members of senior management, Kirkland and Morgan Stanley to discuss an update on discussions with Eastman as well as the legal and financial aspects of a potential transaction with Eastman. Mr. Kleinman and members of senior management of the Company discussed with the Company Board their meetings with Eastman. The Company Board discussed with Morgan Stanley the transaction process, and the Company Board asked questions about the financial aspects of the proposal. The Company Board discussed, and asked questions of Morgan Stanley and senior management about the Company’s potential alternatives and potential alternative buyers of the Company. The Company Board also discussed with Kirkland the legal aspects of the proposed transaction, including the proposed structure referenced in Eastman’s revised indication of interest. Kirkland also instructed the Company Board with respect to the execution of its fiduciary duties. Mr. Kleinman updated the Company Board on the updated proposal from Bidder A to acquire a majority interest in (but less than 100% of) the Company’s outstanding Common Stock. The Company Board discussed with representatives of Morgan Stanley a potential transaction with Bidder A for a majority interest in the Company. The Company Board discussed strategy on how to maximize the per share price for stockholders in any strategic transaction, including, among other things, the timings, uncertainties, and risks of discussions with Bidder A in light of Eastman’s revised proposal. Subsequently, the Company Board authorized and directed management, with the assistance of the Company’s advisors, to continue negotiations with Eastman.

On August 27, 2014, at the direction of the Company Board, Kirkland sent an initial draft of the Merger Agreement to Jones Day.

On August 28, 2014, at the direction of the Company Board, Eastman was granted access to an expanded dataroom. During late August and early September 2014, Eastman continued to conduct its financial, legal and business diligence of the Company, including thereof, documentary diligence, discussions between representatives of Eastman and the Company and their respective advisors, and limited site visits. During this time, the Company, Morgan Stanley and Kirkland responded to diligence requests and questions.

On August 30, 2014, Jones Day presented an alternative Merger Agreement to Kirkland, which did not include a “go-shop” period in which the Company could conduct a process. Mr. Kleinman communicated to Mr. Costa that the Company would not continue negotiations with respect to the Merger Agreement without a “go-shop” period. Eastman agreed to include a “go-shop” period in the Merger Agreement, and the parties agreed that they and their respective advisors would continue to proceed with negotiations on the Merger Agreement, including the specific terms and conditions of the “go-shop” period.

On September 4, 2014, Mr. Kleinman and Kirkland met with Mr. Costa and Eastman to discuss key terms and conditions of the Merger Agreement, including, among other things, the Company’s requirement that it have a “go-shop” period.

On September 5, 2014, Jones Day presented Kirkland with its revisions to the initial draft of the Merger Agreement that was sent by Kirkland to Jones Day on August 27, 2014. At the direction of the Company Board, members of the Company’s management, with the assistance of Kirkland, continued to negotiate the terms and conditions of the Merger Agreement with representatives of Eastman and Jones Day between September 5 and September 9, 2014. During this time, Jones Day and Eastman finalized their diligence, and the Company, with the assistance of Morgan Stanley and Kirkland, responded to final diligence requests and questions.

On September 9, 2014, the Company Board met to consider the transaction at $26.00 per share and review the status of transaction negotiations. The Company Board discussed, with the assistance of senior management and its advisors, developments relating to the process and the status of negotiations with respect to the Merger Agreement. The Company Board asked questions of senior management and its advisors about the key terms of the Merger Agreement. Morgan Stanley discussed with the Company Board the financial aspects of the proposed transaction. The Company Board discussed, and asked questions to Morgan Stanley and senior management about, potential alternative buyers of the Company and how those potential alternative buyers might be approached during the proposed “go-shop” period. Morgan Stanley also discussed with the

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Company Board the proposed “go shop” process and timing considerations. Kirkland presented the Company Board with a summary of the terms of the Merger Agreement and the other transaction documents and negotiations that had occurred with Eastman to date. The Company Board discussed with Kirkland legal aspects of a proposed transaction. Kirkland also instructed the Company Board of its fiduciary duties. Subsequently, the Company Board authorized and directed management, with the assistance of the Company’s advisors, to continue negotiations with Eastman towards a definitive Merger Agreement.

On September 10, 2014, the Company Board met again to consider the transaction at $26.00 per share, review the history of offers and process, receive an update on the status of negotiations with Eastman by the Company’s management and each of Kirkland and Morgan Stanley, and consult with each of Kirkland and Morgan Stanley about the legal and financial aspects of the transaction. Kirkland presented the Company Board with a summary of the terms and conditions of the Merger Agreement and the other transaction documents and negotiations that had occurred with Eastman to date. The Company Board, in consultation with the Company’s advisors, discussed the terms and conditions of the Merger Agreement, the transactions contemplated by the Merger Agreement, and other matters relating to the transaction. Morgan Stanley discussed with the Company Board the financial aspects of the transaction. The Company Board continued to ask questions with respect to the terms and conditions of the Merger Agreement, including, among other items, closing conditions, timing of the transaction and deal certainty. At the meeting, Morgan Stanley rendered its oral opinion to the Company Board, which opinion was subsequently confirmed in writing, that, as of that date, based upon and subject to the assumptions made, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley, as set forth in its written opinion, the $26.00 in cash per share of Common Stock to be received by the holders of shares of Common Stock (other than holders of Cancelled Shares or Dissenting Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. Morgan Stanley’s written opinion is included as Annex E hereto. For a further discussion of Morgan Stanley’s opinion, see “The Merger—Opinion of the Company’s Financial Advisor” beginning on page 25 of this Information Statement. At the meeting of the Company Board, management and Morgan Stanley described management’s forecasts on which such opinion was based. A summary of these forecasts and assumptions and risks associated with these forecasts is described in “The Merger—Certain Company Forecasts” beginning on page 35 of this Information Statement.

After careful consideration, the Company Board unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger were advisable and fair to and in the best interests of the Company and its stockholders, (ii) approved the execution and delivery of the Merger Agreement and the performance by the Company and its subsidiaries of their obligations thereunder, in each case upon the terms and subject to the conditions set forth therein and (iii) recommended that the Company’s stockholders adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger.

At the direction of the Company Board, the Merger Agreement was executed on September 11, 2014, and each of the Company and Eastman issued a press release announcing their execution of the Merger Agreement, each such release noting that a thirty (30) day Go-Shop Period was underway.

After the announcement of the transaction and the commencement of the Go-Shop Period, Morgan Stanley, at the direction of the Company Board, contacted or responded to inbound interest from thirty-six (36) market participants about pursuing a strategic transaction with the Company, including nineteen (19) strategic and seventeen (17) financial buyers. Only one financial buyer (“Bidder B”) expressed an interest in a potential transaction and requested a confidentiality agreement to receive additional information. After negotiations, the Company and Bidder B entered into a confidentiality agreement on September 26, 2014. Subsequently, Morgan Stanley, at the direction of the Company Board, provided Bidder B with confidential financial and business information that it had previously provided to Eastman. During the week of September 29, 2014, Morgan Stanley and Bidder B participated in discussions with respect to the Company, its business and its business plan. On October 7, 2014, Bidder B informed Morgan Stanley that it was not interested in pursuing a strategic transaction with the Company.

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Reasons for the Merger

After careful consideration, the Company Board unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to and in the best interests of the Company and its stockholders, (ii) approved the execution and delivery of the Merger Agreement and the performance by the Company and its subsidiaries of their obligations thereunder, in each case upon the terms and subject to the conditions set forth therein and (iii) recommended that the Company’s stockholders adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger. In making its decision, the Company Board consulted with the Company’s management, as well as the Company’s advisors, and considered the following potentially positive factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

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The Company Board also considered a number of uncertainties, risks and potentially negative factors in its deliberations concerning the Merger, including, but not limited to, the following factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

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In addition, the Company Board were aware of and considered the interests that the Company’s directors and officers may have with respect to the Merger that differ from, or are in addition to, their interests as stockholders of the Company generally, as described in “The Merger—Interests of Executive Officers and Directors of the Company in the Merger” beginning on page 37 of this Information Statement.

The Company Board concluded that the uncertainties, risks and potentially negative factors relevant to the Merger were outweighed by the potential benefits that it expected the Company and the Company’s stockholders

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would achieve as a result of the Merger. The foregoing discussion summarizes the material information and factors considered by the Company Board in its consideration of the Merger. The Company Board reached the unanimous decision to recommend and approve the Merger Agreement and the transactions contemplated thereby, including the Merger, as applicable, in light of the factors described above and other factors that each member of the Company Board believed were appropriate. In view of the variety of factors and the quality and amount of information considered, the Company Board did not find it practicable to and did not quantify or otherwise assign relative weights to the specific factors considered in reaching their determinations. In addition, individual members of the Company Board may have given different weight to different factors. The Company Board conducted an overall analysis of the factors described above, including thorough discussions with, and questioning of, management of the Company, its financial advisor, and the Company’s legal advisors, and considered the factors overall to be favorable to, and to support, its determinations. It should be noted that this explanation of the reasoning of the Company Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section entitled “Cautionary Statement Concerning Forward-Looking Statements” beginning on page 12 of this Information Statement.

Opinion of the Company’s Financial Advisor

Morgan Stanley was retained by the Company to provide it with financial advisory services and a financial opinion in connection with a potential sale of the Company. After considering the qualifications and experience of prospective financial advisors, the Company Board authorized and directed the engagement of Morgan Stanley to serve as the Company’s financial advisor in connection with evaluating the potential transactions because of, among other reasons, Morgan Stanley’s knowledge of the Company, its recent activity in the chemicals space and the depth of its experience with public company mergers and acquisitions transactions. At the meeting of the Company Board on September 10, 2014, Morgan Stanley rendered its oral opinion to the Company Board, which opinion was subsequently confirmed in writing that, as of that date, based upon and subject to the assumptions made, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley, as set forth in its written opinion, the $26.00 in cash per share of Common Stock to be received by the holders of shares of Common Stock (other than holders of Cancelled Shares or Dissenting Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Morgan Stanley’s written opinion, dated September 10, 2014, is attached as Annex E to this Information Statement. You should read the opinion in its entirety for a discussion of the assumptions made, procedures followed, matters considered and limitations upon the review undertaken by Morgan Stanley in rendering the opinion. This summary is qualified in its entirety by reference to the full text of such opinion. Morgan Stanley’s opinion was directed to, and for the information of, the Company Board, and addressed as of the date of such opinion only the fairness, from a financial point of view, to the holders of shares of Common Stock (other than holders of Cancelled Shares or Dissenting Shares), of the $26.00 in cash per share to be received by such holders pursuant to the Merger Agreement. It does not address any other aspects of the Merger and does not constitute a recommendation to any stockholders of the Company as to how to vote or whether to take any actions in connection with the Merger.

In arriving at its opinion, Morgan Stanley, among other things:

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In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by or on behalf of the Company, and which formed a substantial basis for its opinion. With respect to the financial projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company of the future financial performance of the Company. In addition, Morgan Stanley assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that Parent will obtain financing upon the terms and subject to the conditions set forth in the Commitment Letters. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the Merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the Merger. Morgan Stanley is not a legal, tax, or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of the Company and its legal, tax and regulatory advisors with respect to legal, tax and regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of the Company’s officers, directors or employees, or any class of such persons, relative to the Merger Consideration to be received by the holders of shares of Common Stock in the Merger. Morgan Stanley’s opinion did not address the relative merits of the Merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of the Company, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, the date of the opinion. Events occurring after the date of the opinion may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

The following is a summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion delivered to the Company Board on September 10, 2014. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion.

Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before September 10, 2014, which was the last trading day prior to the date on which the Company Board approved the Merger, and is not necessarily indicative of current market conditions.

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In performing its financial analyses summarized below and in arriving at its opinion, Morgan Stanley utilized and relied upon financial forecasts which had been prepared by the Company management and provided to Morgan Stanley (referred to as the Management Plan in the section entitled “The Merger—Certain Company Forecasts” beginning on page 35 of this Information Statement and referred to as the “Management Case” in Morgan Stanley’s analysis). For further information regarding these financial forecasts, see the section entitled “The Merger—Certain Company Forecasts” beginning on page 35 of this Information Statement. In its analysis, Morgan Stanley also utilized publicly available street analyst estimates published by the firms listed under “The Merger—Equity Research Price Target Analysis” beginning on page 27 of this Information Statement, and available as of September 10, 2014 (the “Street Case”). The financial metrics contained in the Street Case represented the median of analyst estimates of such metric for each year during the period through 2016. As directed by the Company, the Street Case contained extrapolations of estimates through 2019 based on annual revenue growth of the Company of 5% and constant margins.

Historical Trading Range Analysis

Morgan Stanley reviewed the historical trading range of shares of Common Stock for the fifty-two (52) week period ending September 10, 2014, which was the day on which the Company Board approved the Merger Agreement and the transactions contemplated thereby, including the Merger. Morgan Stanley noted that, during such period, the maximum closing price for shares of Common Stock was $23.95 on August 29, 2014 and the minimum closing price for shares of Common Stock was $19.30 on December 12, 2013. Morgan Stanley also noted that the fifty-two (52) week high trading price of $23.95 on August 29, 2014 represented the all-time high trading price as of such time. Morgan Stanley also noted that, as of September 10, 2014, the closing price for shares of Common Stock was $23.88.

Equity Research Price Target Analysis

Morgan Stanley reviewed the public market trading price targets for shares of Common Stock prepared and published by seven (7) equity research analysts on August 7, 2014 and August 8, 2014, which were published following the announcement of the Company’s quarterly financial results on August 7, 2014. The price targets included those published by Deutsche Bank, JPMorgan, Credit Suisse, Jefferies, UBS, Goldman Sachs and Citibank. The price targets reflected each analyst’s estimate of the future public market-trading price of shares of Common Stock one (1) year in the future. Morgan Stanley noted that the range of undiscounted price targets for shares of Common Stock as of September 10, 2014, was $23.00 to $27.00 with a median price target of $24.00. Morgan Stanley discounted the price targets by one year using a discount rate of 10.6% based on Morgan Stanley’s estimation of the Company’s then current cost of equity. Morgan Stanley’s estimation of the Company’s then current cost of equity was based upon the capital asset pricing model as well as certain financial metrics for the United States equity markets. The resulting range of discounted price targets, rounded to the nearest $0.25, was $20.75 to $24.50.

The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for the Common Stock and these estimates are subject to uncertainties, including the future financial performance of the Company and future financial market conditions.

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Comparable Company Trading Multiples

Morgan Stanley performed certain comparable company analyses, which attempt to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared, using publicly available information, current and historical financial information, ratios and public market multiples for certain publicly-traded companies in the specialty chemicals sector that have certain business and operating characteristics similar to the Company and compared such information to that of the Company. The companies used in Morgan Stanley’s analyses included the following producers of specialty intermediates and additives:

Historical Trading Multiples

Morgan Stanley performed a historical trading multiple analysis for both the Company and the publicly traded companies that Morgan Stanley deemed similar to the Company to determine the ratio of aggregate value, defined as market capitalization plus total debt and minority interests less cash and cash equivalents (referred to as “Aggregate Value”), to the estimated earnings before interest, taxes, depreciation and amortization (referred to as “EBITDA”) that the Company and such companies had traded at for various periods over the ten (10) year period ending September 8, 2014.

For each of its analyses (excluding the Historical Trading Multiples analysis), Morgan Stanley calculated the Company’s market capitalization based on a fully-diluted basis (the term “fully diluted basis” includes (i) outstanding shares of Common Stock and (ii) options, warrants and restricted stock calculated in accordance with the treasury method). For each of its analyses, Morgan Stanley included the amount drawn under the Company’s non-recourse factoring facilities in its calculation of debt. Wherever Morgan Stanley refers to EBITDA in its analyses, the metric represents the Adjusted EBITDA provided by the Company’s management which the Company indicated to Morgan Stanley eliminates (i) transaction and integration costs, (ii) restructuring charges, (iii) foreign currency exchange gains/losses, (iv) non-cash equity in earnings/losses of unconsolidated affiliates net of cash dividends received, (v) stock option compensation, (vi) shutdown costs associated with plant expansion and (vii) sponsor management and director fees and expenses.

Morgan Stanley used in its analysis the estimated EBITDA for the twelve (12) months following the date of measurement (referred to as “NTM EBITDA”), based on publicly available research analyst estimates.

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Morgan Stanley noted the following average Aggregate Value to NTM EBITDA multiples for the Company and for an index consisting of the average of the Aggregate Value to NTM EBITDA multiples for the comparable companies used in the analysis:

Based on this analysis and its professional judgment, Morgan Stanley selected a reference range of Aggregate Value to estimated NTM EBITDA of 8.0x to 9.0x and applied this range to estimated NTM EBITDA as of June 30, 2014 for the Company contained in the Street Case. Based on the number of outstanding shares of Common Stock on a fully-diluted basis and the Company’s net debt, the analysis indicated the following implied per share reference range for the Common Stock, rounded to the nearest $0.25:

Current Trading Multiples

Morgan Stanley conducted an analysis of trading multiples as of September 8, 2014, for the publicly traded companies Morgan Stanley deemed similar to the Company. In connection with this analysis, Morgan Stanley analyzed the ratio of Aggregate Value to estimated EBITDA for such companies for calendar year 2014 and calendar year 2015 based on publicly available information. This analysis indicated the following Aggregate Value to estimated EBITDA multiples for the companies analyzed as well as median multiples:

Based on this analysis and its professional judgment, Morgan Stanley selected the reference ranges of financial multiples set forth in the table below and applied these ranges to estimated EBITDA for the Company

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for calendar years 2014 and 2015 contained in the Street Case. Based on the number of outstanding shares of Common Stock on a fully-diluted basis and the Company’s net debt, the analysis indicated the following implied per share reference ranges for the Common Stock, rounded to the nearest $0.25:

No company utilized in the comparable company trading multiples analysis is identical to the Company. In evaluating the comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the Company’s control, such as the impact of competition on the businesses of the Company and the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of the Company or the industry or in the financial markets in general. Mathematical analysis (such as determining the mean or median) is not in itself a meaningful method of using comparable company data.

Discounted Equity Value Analysis

Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into the potential future price of a company’s common equity as a function of the company’s future EBITDA and Aggregate Value to EBITDA multiple. The resulting value is subsequently discounted to arrive at an estimate of the present value of the Company’s potential future stock price. Morgan Stanley performed this analysis using both the Management Case and Street Case financial forecasts.

For each of these scenarios, Morgan Stanley calculated ranges of implied equity values per share for the Company as of June 30, 2014. To calculate the discounted equity value per share of Common Stock, Morgan Stanley utilized 2016 and 2017 estimated EBITDA. For both the Management Case and Street Case, Morgan Stanley calculated the future equity value per share of Common Stock at year-end 2015 and 2016, respectively, by applying an Aggregate Value to NTM EBITDA multiple range of 8.0x to 9.0x to the Company’s estimated NTM EBITDA (2016 and 2017, respectively) and deducting net debt as of year-end 2015 and 2016 respectively. The Aggregate Value to NTM EBITDA multiple range used in Morgan Stanley’s analysis was based on the reference range contained in Morgan Stanley’s historical trading multiple analysis (see “The Merger—Comparable Company Trading Multiples-Historical Trading Multiples” above). Morgan Stanley discounted the resulting future equity values per share to June 30, 2014 using a discount rate of 10.6%, based on Morgan Stanley’s estimation of the Company’s then current cost of equity. Morgan Stanley’s estimation of the Company’s then current cost of equity was based upon the capital asset pricing model, as well as certain financial metrics for the United States equity markets.

Using the Management Case forecasts, the analysis indicated an implied per share reference range for the Common Stock, rounded to the nearest $0.25, of $21.25 to $27.00. Using the Street Case forecasts, the analysis indicated an implied per share reference range for the Common Stock, rounded to the nearest $0.25, of $21.25 to $25.75.

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Precedent Transactions Analysis

Morgan Stanley performed a precedent transactions analysis, which is designed to imply a value of a company based on publicly available financial terms of selected transactions that involve companies in the specialty chemicals sector. In connection with its analysis, Morgan Stanley compared publicly available statistics for select transactions involving producers of specialty intermediates and additives announced between April 2004 and July 2014.

For each transaction listed below, Morgan Stanley calculated the ratio of Aggregate Value of the transaction to the target company’s EBITDA for the twelve (12) month period prior to the announcement of the transaction (referred to as “LTM EBITDA”).

Selected Chemicals Company Transactions (Acquiror / Target)

Based on this analysis and its professional judgment, Morgan Stanley selected a reference range of Aggregate Value to LTM EBITDA of 9.0x to 10.5x and applied this range to the Company’s LTM EBITDA as of June 30, 2014. At the direction of the Company, Morgan Stanley adjusted the Company’s LTM EBITDA to include a full year of EBITDA from The Formic Acid Solutions Business of Kemira Oyj, which was acquired by the Company in March 2014.

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Based on the number of outstanding shares of the Company Common Stock on a fully-diluted basis and the Company’s net debt, the analysis indicated the following implied per share reference range for the Common Stock, rounded to the nearest $0.25:

Premiums Paid Analysis

Morgan Stanley considered, based on publicly available information, premiums paid in all-cash acquisition transactions from January 2013 to June 2014, which was the date that Morgan Stanley compiled the analysis, involving U.S. public company targets having a transaction value of $100 million or more. Morgan Stanley reviewed the premium paid to the target company’s closing stock price four (4) weeks prior to the public announcement, and noted that the mean premium paid in transactions reviewed was 31.7% and the median was 27.3%. Based on this analysis and its professional judgment, Morgan Stanley applied a premium range of 20% to 35% to the closing stock price for a share of Common Stock as of September 10, 2014 of $23.88. The analysis indicated an implied per share reference range, rounded to the nearest $0.25, of $28.75 to $32.25.

Morgan Stanley also considered, based on publicly available information, premiums paid to a company’s fifty-two (52) week high stock price in transactions having a transaction value of $200,000,000 or more in the United States where the consideration was cash during from the period from January 2007 to June 2014, which was the date that Morgan Stanley compiled the analysis. In certain cases, the premium was adjusted to reflect the presence of information or speculation in the public domain regarding a transaction prior to the formal announcement date. Morgan Stanley noted that the mean premium paid to the fifty-two (52) week high in the transactions reviewed was 8.0% and the median was 8.6%. Based on this analysis and its professional judgment, Morgan Stanley applied a premium range of 0% to 15% to the Company’s fifty-two (52) week high closing stock price as of September 10, 2014 of $23.95, which was reached on August 29, 2014. The analysis indicated an implied per share reference range for the Common Stock, rounded to the nearest $0.25, of $24.00 to $27.50.

No company or transaction utilized in the precedent transactions or premiums paid analysis is identical to the Company or to the Merger. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, market and financial conditions and other matters, which are beyond the control of the Company, such as the impact of competition on the business of the Company or the industry generally, industry growth and the absence of any adverse material change in the financial condition of the Company or the industry or in the financial markets in general, which could affect the public trading value of the companies and the Aggregate Value and equity value of the transactions to which they are being compared. Mathematical analysis (such as determining the mean or median) is not in itself a meaningful method of using precedent transactions or premiums paid data.

Leveraged Buyout Analysis

Morgan Stanley performed a leveraged buyout analysis, which is designed to illustrate the ability to pay for a financial sponsor at a given return target, exit multiple and financing structure. Morgan Stanley performed the leveraged buyout analysis to estimate the theoretical prices at which a financial sponsor might effect a leveraged buyout of the Company if the sponsor based its buyout on the Management Case forecasts and on the Street Case forecasts.

Based upon its professional judgment, Morgan Stanley assumed a financing structure consisting of debt in the amount of six (6) times LTM EBITDA and that a financial buyer would attempt to realize a return on its investment on December 31, 2018 (4.5 years after purchase).

For purposes of the analysis, the valuation of the Company realized by the financial sponsor in a December 31, 2018 exit transaction was based on Aggregate Value to NTM EBITDA multiples of 8.0x to 9.0x.

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This range was derived from the reference range contained in Morgan Stanley’s historical trading multiple analysis (see “The Merger—Comparable Company Trading Multiples—Historical Trading Multiples” beginning on page 27 of this Information Statement). Because neither the Street Case nor the Management Case contained 2019 EBITDA, Morgan Stanley, as directed by the Company, based the EBITDA for the exit transaction in both scenarios on extrapolation using 5% revenue growth and constant margin and further giving effect to the net impact of the expiration of a supply contract in 2019.

Morgan Stanley then derived a range of theoretical purchase prices that a financial sponsor might pay using the Management Case and Street Case forecasts, based on an assumed required internal rate of return for a financial buyer of between 17.5% and 22.5%, a range determined through Morgan Stanley’s professional judgment. Based on the number of outstanding shares of Common Stock on a fully-diluted basis and the Company’s net debt, the analysis indicated the following implied per share reference ranges for the Common Stock, rounded to the nearest $0.25:

Discounted Cash Flow Analysis

Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of the Company.

Using the Management Case and Street Case forecasts, Morgan Stanley calculated a range of implied equity values per share of Common Stock based on estimates of future cash flows between June 30, 2014 and December 31, 2018. Morgan Stanley first calculated the estimated unlevered free cash flows of the Company for the period June 30, 2014 to December 31, 2018 (calculated as tax-affected EBITDA less capital expenditures and adjusting for changes in working capital). Morgan Stanley then calculated a terminal value for the Company based on an NTM EBITDA exit multiple range of 8.0x to 9.0x. This was selected by Morgan Stanley based on the reference range contained in Morgan Stanley’s historical trading multiple analysis (see “The Merger—Comparable Company Trading Multiples—Historical Trading Multiples” beginning on page 27). Because neither the Street Case nor the Management Case contained 2019 EBITDA, Morgan Stanley, as directed by the Company, based the EBITDA for the terminal value in both scenarios on extrapolation using 5% revenue growth and constant margin and further giving effect to the net impact of the expiration of a supply contract in 2019.

These future values were then discounted to June 30, 2014, using a discount rate range of 7.3% – 8.6% based on Morgan Stanley’s estimation of the Company’s then-current weighted average cost of capital. Based on the number of outstanding shares of the Common Stock on a fully-diluted basis and the Company’s net debt, and using the Management Case financial forecasts, the analysis indicated an implied per share reference range for Common Stock, rounded to the nearest $0.25 of $24.75 to $31.00. Using the Street Case financial forecasts, the analysis indicated an implied per share reference range for the Common Stock, rounded to the nearest $0.25 of $22.25 to $28.00.

General

In connection with the review of the Merger by the Company Board, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses

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and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of the Company. In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters. Many of these assumptions are beyond the control of the Company. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, to the holders of shares of Common Stock (other than holders of Cancelled Shares or Dissenting Shares), of the $26.00 in cash per share to be received by such holders pursuant to the Merger Agreement and in connection with the delivery of its opinion to the Company Board. These analyses do not purport to be appraisals or to reflect the prices at which shares of Common Stock might actually trade.

The Merger Consideration was determined through arm’s-length negotiations between the Company Board and Parent and was approved by the Company Board. Morgan Stanley provided advice to the Company Board during these negotiations. Morgan Stanley did not, however, recommend any specific Merger Consideration to the Company Board or that any specific Merger Consideration constituted the only appropriate Merger Consideration for the Merger. Morgan Stanley’s opinion does not address the underlying business decision to engage in the transaction contemplated by the Merger Agreement, or the relative merits of such transaction as compared to any strategic alternatives that may be available to the Company. In addition, Morgan Stanley expressed no opinion or recommendation as to how the stockholders of the Company should vote or whether to take any other actions in connection with the Merger.

Morgan Stanley’s opinion and its presentation to the Company Board was one of many factors taken into consideration by the Company Board in deciding to approve, adopt and authorize the Merger Agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Company Board with respect to the Merger Consideration or of whether the Company Board would have been willing to agree to different consideration. The foregoing summary describes the material analysis performed by Morgan Stanley but does not purport to be a complete description of the analysis performed by Morgan Stanley.

Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice.

Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of Parent, the Company, Apollo and related entities or any other company, or any currency or commodity, that may be involved in this transaction, or any related derivative instrument.

Under the terms of its engagement letter, Morgan Stanley acted as financial advisor to the Company in connection with this transaction and will receive a fee of approximately $20,300,000 for its services, up to approximately $16,300,000 of which is contingent upon the closing of the Merger. Morgan Stanley will also be reimbursed for its expenses, including reasonable fees of outside counsel and other professional advisors, incurred in connection with its engagement. In addition, the Company has agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses, including certain liabilities under the federal securities laws, relating to or arising out of Morgan Stanley’s engagement.

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During the two (2) year period prior to the date of its opinion, Morgan Stanley provided financing services for Parent and the Company and financial advisory and financing services for Apollo and entities related to Apollo for which Morgan Stanley has received compensation. Morgan Stanley received approximately $1,100,000 and $1,700,000 in aggregate fees from Parent and the Company, respectively, in connection with such services. Morgan Stanley may also seek to provide such services to Parent, the Company, Apollo and related entities in the future and expects to receive fees for the rendering of these services. In addition, Morgan Stanley, its affiliates, directors or officers, including individuals working with the Company in connection with this transaction, may have committed and may commit in the future to invest in private equity funds managed by Apollo Global Management, LLC and related entities.

Morgan Stanley is currently one of the participants in Parent’s revolving credit facility. The revolving credit facility was established in October 2013 in the aggregate amount of $1,000,000,000. Morgan Stanley’s commitment is approximately $52,000,000. After the announcement of the Merger, Parent requested Morgan Stanley (as well as all other existing lenders under the revolving credit facility) to increase its commitment under the revolving credit facility. Morgan Stanley declined to do so and informed Taminco of Parent’s request. Parent also requested all existing lenders to extend the maturity of the revolving credit facility from October 2018 to October 2019. Morgan Stanley discussed the matter with Taminco which agreed to Morgan Stanley complying with the requested extension.

Certain Company Forecasts

The Company does not as a matter of course publicly disclose long-term forecasts or internal projections of its future performance, revenues, earnings, financial condition or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. However, financial projections prepared by management of the Company were made available to Morgan Stanley in connection with its analyses described under “The Merger—Opinion of the Company’s Financial Advisor” beginning on page 25 of this Information Statement as well as to Parent.

A summary of the Management Plan (as defined below) is included below. The Management Plan was not prepared with a view toward public disclosure. It is being included because the projections were used by Morgan Stanley in connection with its analyses described under “The Merger—Opinion of The Company’s Financial Advisor” beginning on page 25 of this Information Statement and because it was available to Parent in connection with its diligence concerning the Merger. The inclusion of this information should not be regarded as an indication that the Company, the Company Board, Morgan Stanley, Parent, any advisor to or representative of any of the foregoing, or any other recipient of this information considered, or now considers, the Management Plan to be material or necessarily predictive of actual future results, and the Management Plan should not be relied upon as such.

Management’s internal financial forecasts, like the Management Plan and the assumptions upon which the Management Plan was based, are subjective in many respects and thus subject to interpretation. Although presented with numerical specificity, the Management Plan is based upon a variety of estimates and numerous assumptions made by the Company’s management with respect to, among other matters, industry performance, general business, economic, market and financial conditions and other matters, including the factors described under “Cautionary Statement Concerning Forward-Looking Information” many of which are difficult to predict, are subject to significant economic and competitive uncertainties, and are beyond the Company’s control. In addition, since the Management Plan covers multiple years, such information by its nature becomes less reliable with each successive year. As a result, there can be no assurance that the estimates and assumptions made in preparing the Management Plan will prove accurate, that the projected results will be realized or that actual results will not be significantly higher or lower than projected.

The Management Plan is not intended to comply with U.S. Generally Accepted Accounting Principles (“GAAP”), the published guidelines of the SEC regarding financial projections and the use of non-GAAP measures or the guidelines established by the American Institute of Certified Public Accountants for preparation and

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presentation of financial projections and forecasts. The Management Plan includes financial metrics that were not prepared in accordance with GAAP. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP and non-GAAP financial measures as used by the Company may not be comparable to similarly titled amounts used by other companies. Neither PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, nor any other independent registered public accounting firm has examined, compiled or performed any procedures with respect to the Management Plan, and, accordingly, neither PricewaterhouseCoopers LLP nor any other public accounting firm expresses an opinion or any other form of assurance with respect to the Management Plan. PricewaterhouseCoopers LLP reports incorporated by reference into this Information Statement relate solely to the Company’s historical financial information. They do not extend to the prospective financial information and should not be read to do so.

The Management Plan projections are forward-looking statements and were based on numerous variables and assumptions that are inherently uncertain. Important factors that may affect actual results and cause the Management Plan not to be achieved include, but are not limited to, risks and uncertainties and other factors described or referenced under “Cautionary Statement Concerning Forward-Looking Statements” and other risk factors described in the Company’s filings with the SEC that could cause actual results to differ materially from those shown below. The Company’s stockholders are urged to review the Company’s most recent SEC filings for a description of the Company’s reported results of operations and financial condition during the fiscal year ended December 31, 2013 and for the first half of 2014. The Management Plan reflects assumptions that are difficult to predict and subject to change and may not reflect current prospects for the Company’s business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when the Management Plan was prepared. In addition, the Management Plan does not take into account any of the transactions contemplated by the Merger Agreement that might also cause actual results to differ materially. Accordingly, there can be no assurance that the Management Plan will be realized or that the Company’s future financial results will not materially vary from the Management Plan.

No one has made or makes any representation regarding the information included in the Management Plan. Readers of this information statement are cautioned not to rely unduly, if at all, on the Management Plan. Some or all of the assumptions that have been made regarding, among other things, the timing of certain occurrences or effects, may have changed since the date the Management Plan was prepared. The Company has not updated and does not intend to update or otherwise revise the Management Plan to reflect circumstances existing after the date when made or to reflect the occurrence or non-occurrence of future events, even if any or all of the assumptions on which the Management Plan was based are shown to be in error. The Company has made no representation to Parent or Merger Sub in the Merger Agreement or otherwise concerning the Management Plan.

In connection with the Company’s routine internal planning processes, the Company’s management typically prepares a five (5) year projection set during the second and third quarter of a given year in a process that includes input from the Company’s individual business units as to their best estimates of the future financial performance of their respective business units in light of its then-current understanding of the industry and competitive dynamics, key strategic and investment priorities and other business initiatives, such as new product development or customer contract renewals. The Management Plan was presented to the Company Board but consistent with the Company’s internal planning procedures, Company Board approval of the Management Plan was not solicited, nor was the Management Plan formally approved by, the Company Board.

The following summary is derived from the Management Plan:

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Payment of Merger Consideration and Surrender of Book-Entry Shares

Prior to the Effective Time, Parent will deposit with the Exchange Agent, in trust for the benefit of holders of shares of Common Stock, an amount of cash (the “Exchange Fund”) sufficient to pay the aggregate Merger Consideration in exchange for all of the shares of Common Stock outstanding immediately prior to the Effective Time (other than Cancelled Shares). The Exchange Fund will be payable upon due surrender of book-entry shares pursuant to the Merger Agreement.

No later than three (3) business days after the Effective Time, the Exchange Agent will mail to each holder of record of shares of Common Stock whose shares of Common Stock were converted into the right to receive the Merger Consideration, (a) a letter of transmittal and (b) instructions for use in effecting the surrender of book-entry shares in exchange for the Merger Consideration.

Upon surrender of book-entry shares to the Exchange Agent together with a duly completed and validly executed letter of transmittal (and such other documents as may customarily be required by the Exchange Agent), the holder of such book-entry shares will be entitled to receive in exchange for such book-entry share an amount in cash equal to the product of (i) the number of shares represented by such holder’s properly surrendered book-entry shares and (ii) the Merger Consideration. No interest will be paid or accrued on any amount payable upon due-surrender of book-entry shares. In the event of a transfer of ownership of shares of Common Stock that are not registered in the transfer records of the Company, the relevant Merger Consideration to be issued or paid upon due surrender of book-entry shares may be issued or paid to such a transferee if all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable with respect to such book-entry shares. Until surrendered upon the terms and subject to the conditions set forth in the Merger Agreement, each book-entry share will be deemed at all times after the Effective Time to represent only the right to receive upon such surrender, without interest, the Merger Consideration.

You will not be entitled to receive the Merger Consideration until you deliver a duly completed and validly executed letter of transmittal (together with such other documents required by the Exchange Agent) to the Exchange Agent.

Each of the Company, the Surviving Corporation, the Exchange Agent, Parent and Merger Sub will be entitled to deduct and withhold from any amounts otherwise payable pursuant to the Merger Agreement such amount as it is required to deduct and withhold with respect to the making of such payment under the Code (as defined below), the rules or regulations promulgated thereunder, any provision of applicable state, local or foreign tax law or any other law. To the extent that amounts are so withheld and paid over to the appropriate governmental authority, such withheld amounts will be treated for purposes of the Merger Agreement as having been paid to the person in respect of which such deduction and withholding was made.

If your shares of Common Stock are held in “street name” by your bank, brokerage firm, trust or other nominee, you should contact your bank, brokerage firm, trust or other nominee.

Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Common Stock for one (1) year after the Effective Time will be delivered to the Surviving Corporation upon demand, and any former holders of Common Stock who have not surrendered their book-entry shares may thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their shares of Common Stock.

Interests of Executive Officers and Directors of the Company in the Merger

Members of the Company Board and the Company’s named executive officers have certain interests in the Merger that may be different from, or in addition to, your interests as a stockholder. These interests include the following:

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Treatment of Company Equity-Based Awards

Stock Options. The Merger Agreement provides that each outstanding Company Stock Option, whether vested or unvested, will be cancelled upon completion of the Merger, and in exchange therefor, the holder thereof will be entitled to receive, upon completion of the Merger upon the terms and subject to the conditions set forth in the Merger Agreement, an amount in cash equal to the product of (i) the total number of shares of Common Stock subject to the cancelled Company Stock Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of the per share Merger Consideration over the exercise price per share under such Company Stock Option, less applicable taxes required to be withheld with respect to such payment. To the extent that the exercise price per share of any Company Stock Option is equal to or greater than the per share Merger Consideration, such Company Stock Option will be cancelled without any cash payment being made in respect thereof. The Merger Agreement further provides that the Company may, prior to the completion of the Merger, accelerate the vesting of any Company Stock Option or permit the exercise of any or all outstanding Company Stock Options to the extent that the accelerated vesting or exercise, respectively, provides favorable tax treatment under Belgian or U.S. law to the applicable holders of such Company Stock Options.

The “in-the-money” value of the Company Stock Options held by the Company’s executive officers and directors and to be cashed-out in the Merger (assuming completion of the Merger on December 31, 2014), is included in the Golden Parachute Compensation Table beginning on page 40 of this Information Statement of this Information Statement.

Management Agreements

On March 25, 2013, the Company and each of Laurent Lenoir, Kurt Decat, Johan De Saegher and three other executive officers (collectively, the “Belgian Executives”) entered into management agreements that are governed by Belgian law.

Pursuant to the management agreements with the Belgian Executives, in the event that the Company terminates the applicable Belgian Executives at any time for any reason other than the Belgian Executives’ “serious shortcoming” (such term is not defined in the management agreements), the Belgian Executives generally would be entitled to receive nine months’ notice of termination or continued payment of the Belgian Executive’s base compensation in lieu of notice and Company-paid continued medical and certain specified welfare benefits during the notice period. As of the date hereof, five (5) of the management agreements with the Belgian Executives are currently effective. One (1) of the Belgian Executives voluntarily terminated employment on August 31, 2014, and he is not entitled to notice or other post-termination benefits under his management agreement.

The Belgian Executives are also subject to a non-competition covenant that applies during the term of employment and for a period of twenty-four (24) months following any termination of the Belgian Executive’s service with the Company.

Edward Yocum Offer Letter, Randall Colin Gouveia Offer Letter and an Employment Agreement with an Executive Officer

Edward Yocum and Randall Colin Gouveia, who are both located in and providing services to the Company in the U.S., were each provided offer letters on July 11, 2012 and July 17, 2012, respectively, from the Company. The offer letters to each of Messrs. Yocum and Gouveia require that the Company provide nine months’ advance written notice to terminate his employment or payment in lieu of notice. If the Company terminates Messrs. Yocum and Gouveia without the requisite notice, each of Messrs. Yocum and Gouveia is entitled to a lump sum payment on the date of termination of employment equal to his base monthly compensation for the notice period. In the event employment is terminated by either party based on (i) a “Material Breach” (as defined in the offer letter) that has not been cured within ten days of the notice or (ii) the Company’s dissolution, bankruptcy, liquidation or insolvency or the executive’s bankruptcy or insolvency, the other party may terminate the

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agreement immediately without notice. Pursuant to Non-Compete, Non-Solicitation and Confidentiality Agreements that Messrs. Yocum and Gouveia entered into in connection with their offers of employment, they are subject to non-competition and employee and customer non-solicitation covenants that apply during the term of employment and for a period of twelve (12) months following their respective terminations of service.

The Company entered an employment contract with one (1) additional executive officer that contains restrictions on the disclosure of confidential information and assignment of work product. In addition, the employment contract provides that the executive officer will be subject to a twelve (12) month non-competition covenant in exchange for an aggregate payment equal to 50% of his gross annual wages. The executive officer is also entitled to one (1) month of continued health and pension benefits upon a qualified termination under the Company’s general policies and certain other statutory benefits under Belgium law upon a qualified termination of employment, including a notice period, which is currently twenty-eight (28) months, that is calculated according to the executive officer’s employee classification, salary, age, seniority and other Company-provided benefits (or payment of base salary and continued health and pension benefits in lieu thereof) upon a qualified termination by the Company.

Change in Control Severance Agreements

In connection with the Merger, the Company entered change in control severance agreements (the “Change in Control Severance Agreements”), which are governed by Delaware law, with its executive officers, including the Belgian Executives who are still employed at the Company, Edward Yocum, Randall Colin Gouveia and one (1) other executive officer. The Change in Control Severance Agreements provide that, upon a qualifying termination by the Company without “cause” or by the executive officer for “good reason” within twelve months of a “change in control” (each, as defined in the Change in Control Severance Agreements), subject to such executive officer’s execution of an effective release of claims in favor of the Company, each of the applicable executive officers is entitled to severance benefits equal to (i) two (2) years of base salary and two times the executive officer’s target annual bonus, payable in a lump sum, (ii) a prorated bonus for the year of termination and (iii) subject to certain conditions set forth therein, eighteen (18) months of continued health benefits at the Company’s expense. The executive officers are only entitled to payments and benefits under the Change in Control Severance Agreements to the extent that such payments and benefits exceed what the executive officers are entitled to under existing agreements, benefit plans or applicable law. Payments and benefits provided under the Change in Control Severance Agreements are subject to the executive officers’ compliance with any restrictive covenants that may be contained in any employment or other agreement with the Company or its affiliates.

Under the Change in Control Severance Agreements, if the aggregate payments or benefits to be received by an executive officer in connection with the completion of the Merger, whether or not in connection with a termination of employment, would exceed the limitations of Section 280G of the Code, such that an excise tax would apply under Section 4999 of the Code, such executive will be entitled to receive either the full amount of the aggregate payments and benefits or the largest portion of such payments and benefits that would result in no portion of such payments and benefits being subject to an excise tax, whichever results in a greater after-tax benefit to the executive officer. The executive officers are not entitled to any tax reimbursement or gross up payment for any excise tax that may be imposed by reason of the application of Sections 280G and 4999 of the Code.

Potential Severance Benefits

The aggregate value of the potential severance payments that may become payable to the Company’s executive officers in connection with the completion of the Merger, assuming completion of the Merger on December 31, 2014, a contemporaneous qualifying termination of employment, and a lump sum payment equal to two (2) years of base salary and two (2) times the executive officer’s target annual bonus and continued health insurance benefits for a period of eighteen months following such qualifying termination or, if greater, severance

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and continued benefits under existing agreements, benefit plans or applicable law, as provided under the Change in Control Agreements, is included in the Golden Parachute Compensation Table below.

None of the Company’s non-employee directors are party to post-termination benefit arrangements; however, some of the Company’s non-employee directors were granted Company Stock Options that will accelerate upon the consummation of the Merger as discussed above in the section captioned “The Merger—Interests of Executive Officers and Directors of the Company in the Merger—Treatment of Company Equity-Based Awards.”

Summary of Potential Transaction Payments to Executive Officers and Directors of the Company

The following table indicates the dollar amounts payable to the Company’s executive officers and non-employee directors under the compensation arrangements described above in the section captioned “The Merger—Interests of Executive Officers and Directors of the Company in the Merger” beginning on page 37 of this Information Statement) upon the completion of the Merger, assuming completion of the Merger on December 31, 2014, and a contemporaneous qualifying termination.

Golden Parachute Compensation Table

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Executive Officers

Non-Employee Directors. The Company Stock Options held by Messrs. Shaver, Cordell, Feinstein, Kleinman, Schlanger, Stevens and Vanderhaeghen are fully vested as of the date of this Information Statement. Messrs. Kleinman, Stevens and Feinstein were not granted Company Stock Options in their individual capacities, but such Company Stock Options were granted in respect of their service on the Company Board to Apollo Management VII, L.P. The amounts reflected in this column reflect the value for the cash-out of such vested Company Stock Options payable to each respective director upon completion of the Merger. The amounts reflected in this column with respect to Mr. Lebard represent $22,800 for the full accelerated vesting and cash-out of unvested, “in-the-money” Company Stock Options and $11,400 for the cash-out of vested, “in-the-money” Company Stock Options, each which will be payable to Mr. Lebard upon completion of the Merger. The amounts reflected in this column with respect to Mr. Voss represent $27,333 for the full accelerated vesting and cash-out of unvested, “in-the-money” Company Stock and $54,667 for the cash-out of vested, “in-the-money” Company Stock Options, each which will be payable to Mr. Voss upon completion of the Merger.

Such accelerated vesting and payment will occur solely as a result of the completion of the Merger, without regard to whether there is a corresponding termination of service. Consistent with the requirements of Instruction 1 to Item 402(t)(2) of Regulation S-K, the aggregate values of the equity awards are based on the per share cash Merger Consideration of $26.00.

Indemnification of Directors and Executive Officers; Directors’ and Officers’ Insurance

The Surviving Corporation has agreed upon the terms and subject to the conditions set forth in the Merger Agreement to provide certain rights of indemnification to current and former directors and executive officers of the Company against all losses arising out of actions or omissions occurring at or prior to completion of the Merger that are based on or arise out of the fact that such person is or was a director or executive officer of the Company. In addition, the Surviving Corporation after completion of the Merger has agreed to provide certain rights of indemnification with respect to losses based on or arising out of the transactions contemplated by the Merger Agreement and to continue to provide directors and executive officers of the Company directors’ and officers’ liability insurance following the completion of the Merger. For a further discussion of the terms of the Merger Agreement with respect to indemnification in connection with the completion of the Merger, please see the section captioned “The Merger Agreement—Indemnification; Directors’ and Officers’ Insurance” beginning on page 57 of this Information Statement.

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Accounting Treatment

The Merger will be accounted for pursuant to purchase accounting in accordance with applicable accounting guidance.

Material U.S. Federal Income Tax Consequences of the Merger to Our Stockholders

The following is a summary of the material U.S. federal income tax consequences of the Merger relevant to U.S. Holders. The discussion is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing U.S. Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as in effect as of the date hereof and all of which are subject to change (possibly with retroactive effect). This discussion applies only to U.S. Holders that hold shares of Common Stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment) and does not apply to shares of Common Stock acquired pursuant to the exercise of employee stock options or otherwise as compensation, shares of Common Stock held as part of a “straddle,” “hedge,” “constructive sale,” “conversion transaction” or other integrated investment, or to certain types of holders (including, without limitation, financial institutions, investors in pass-through entities, insurance companies, regulated investment companies, real estate investment trusts, U.S. expatriates, holders subject to the alternative minimum tax under the Code, holders whose “functional currency” is not the U.S. dollar, tax-exempt organizations and dealers in securities) that may be subject to special rules. The discussion also does not address the U.S. federal income tax consequences to any holder of shares of Common Stock who or which, for U.S. federal income tax purposes, is not a U.S. Holder, such as a partnership, a nonresident alien individual, a foreign corporation or a foreign estate or trust. In addition, this discussion does not address the effect of any U.S. federal estate or gift tax laws or the U.S. federal net investment income tax, as well as any state, local, non-U.S. or other tax laws.

For the purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of Common Stock that is: (1) a citizen or resident of the U.S., (2) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes), created or organized in or under the laws of the U.S., any state thereof or the District of Columbia, (3) an estate that is subject to U.S. federal income tax regardless of its source or (4) a trust if (a) a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) the trust has a valid election in effect to be treated as a U.S. person for U.S. federal income tax purposes.

If a partnership or other entity taxed as a partnership for U.S. federal income tax purposes holds shares of Common Stock, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. Partnerships and partners in such a partnership should consult their tax advisors about the tax consequences of the Merger to them.

EACH U.S. HOLDER SHOULD CONSULT ITS TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO IT OF THE MERGER, INCLUDING THE APPLICATION AND EFFECT OF U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX LAWS AND POSSIBLE CHANGES IN TAX LAWS.

Exchange of Common Stock for Cash

The receipt of cash for shares of Common Stock pursuant to the Merger by a U.S. Holder will be a taxable transaction for U.S. federal income tax purposes, and a U.S. Holder that receives cash in exchange for shares of Common Stock pursuant to the Merger will recognize capital gain or loss equal to the difference (if any) between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares of Common Stock exchanged in the Merger. Gain or loss must be determined separately for each block of shares of Common Stock exchanged pursuant to the Merger (for example, shares acquired at the same cost in a single transaction). Such capital gain

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or loss will be long-term capital gain or loss if the U.S. Holder has held such shares for more than one (1) year at the time of the completion of the Merger. There are limitations on the deductibility of capital losses.

Information Reporting and Backup Withholding

Payments to a U.S. Holder in connection with the Merger may be subject to information reporting and backup withholding. A U.S. Holder will not be subject to backup withholding, however, if such holder (i) timely furnishes to the applicable withholding agent a correct taxpayer identification number and certifies that such holder is not subject to backup withholding on a properly completed Internal Revenue Service Form W-9 (or successor form) or (ii) is otherwise exempt from backup withholding. Any amounts withheld under the backup withholding rules will generally be allowed as a refund or credit against a U.S. Holder’s U.S. federal income tax liability, provided such holder timely furnishes the required information to the Internal Revenue Service. Each U.S. Holder should consult its tax advisors as to such U.S. Holder’s qualification for exemption from backup withholding and the procedure for obtaining such exemption.

Regulatory and other Governmental Approvals

The Merger is subject to review by the U.S. Antitrust Division of the Department of Justice (the “Antitrust Division”) and the U.S. Federal Trade Commission (“FTC”) under the HSR Act. The HSR Act provides that transactions like the Merger may not be completed until certain information and documents have been submitted to the Antitrust Division and the FTC and the applicable waiting period has expired or been terminated. On September 25, 2014, each of Parent and the Company made the requisite filings with the Antitrust Division and the FTC pursuant to the HSR Act and requested early termination of the initial thirty (30) day waiting period. The applicable waiting period under the HSR Act will expire at 11:59 p.m. on October 27, 2014, unless earlier terminated or extended. The Antitrust Division or FTC could extend the initial thirty (30) day waiting period and request additional information and documentary material from the parties (a “Second Request”), thus extending the review period until such time as the parties substantially comply with the Second Request and following an additional thirty (30) day review period thereafter. Complying with a Second Request can take a significant period of time.

The FTC and the Antitrust Division frequently scrutinize the legality of U.S. antitrust laws of transactions like the Merger. At any time before or after the consummation of the Merger, notwithstanding the expiration or early termination of the applicable waiting period under the HSR Act, the FTC or the Antitrust Division could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Merger or seeking a divestiture of a substantial portion of the Company’s assets or seeking other conduct relief. At any time before or after the consummation of the Merger, and notwithstanding the expiration or early termination of the applicable waiting period under the HSR Act, any state or private party could seek to enjoin the consummation of the Merger or seek other structural or conduct relief or damages.

Parent and the Company also conduct business in the European Union (“EU”). Under the European Commission Merger Regulation, the Merger may not be completed until the expiration of a twenty-five (25) business day waiting period following the filing of a notification concerning the Merger with the European Commission (the “Commission”), unless the waiting period is earlier terminated. This waiting period can be extended by ten (10) business days in case Parent or the Company offer commitments or remedies to the Commission in order to address the competitive concerns raised by the Commission to obtain approval for the Merger. The waiting period starts the first business day after the filing of the notification.

Under EC Merger Regulation, the required waiting period will expire if the Commission has not decided to open a “Phase II” investigation within such twenty-five (25) business day or thirty-five (35) business day period. If a Phase II investigation is undertaken, the waiting period with respect to the Merger could be extended for an additional period of up to ninety (90) business days (or one-hundred and five (105) business days if we offer commitments to the Commission.)

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The European Commission frequently scrutinizes the legality under the EU Competition laws of transactions like the Merger. At any time, the European Commission could take any action under the competition laws that it considers necessary or desirable to ensure competition in the EU is not distorted including seeking (i) to require the parties to abandon the Merger, (ii) to require Parent or the Company to enter into structural remedies (and thus divest one or more business units or assets) referred to as “commitments” or (iii) to require Parent or the Company to enter into behavioral commitments whereby Parent or the Company commit to take or refrain from taking certain actions to ensure undistorted competition in relevant markets.

The Company and its subsidiaries also have operations in several jurisdictions outside of the United States and the European Union. Pursuant to the laws of certain of these jurisdictions, the Company may be required to notify, or seek approval from, relevant antitrust authorities (“Other Antitrust Authorities”) in connection with the Merger. These Other Antitrust Authorities may seek to enjoin the consummation of the Merger or seek a divestiture of a substantial portion of the Company’s assets or seek other conduct relief or damages.

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THE MERGER AGREEMENT

This section describes the material terms and conditions of the Merger Agreement. The description in this section and elsewhere in this Information Statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this Information Statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read the Merger Agreement carefully and in its entirety. This section is not intended to provide you with any factual information about the Company. Such information can be found elsewhere in this Information Statement and in the public filings the Company makes with the SEC, which may be obtained by following the instructions set forth in the section entitled, “Where You Can Find More Information” beginning on page 72 of this Information Statement.

Explanatory Note Regarding the Merger Agreement

The Merger Agreement is included to provide you with information regarding its terms. Factual disclosures about the Company contained in this Information Statement or in the Company’s public reports filed with the SEC may supplement, update or modify the factual disclosures about the Company contained in the Merger Agreement. The representations, warranties and covenants made in the Merger Agreement by the parties thereto were qualified and subject to important limitations agreed to by the contracting parties in connection with negotiating the terms and conditions of the Merger Agreement. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances under which a party to the Merger Agreement may have the right not to close the Merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk among the parties to the Merger Agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and in some cases were qualified by disclosures that were made by each party to the other, which disclosures were not reflected in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this Information Statement, may have changed since the date of the Merger Agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this Information Statement.

Effects of the Merger; Directors and Executive Officers; Certificate of Incorporation; By-laws

At the Effective Time, upon the terms and subject to the satisfaction or waiver of the conditions of the Merger Agreement and in accordance with the DGCL, Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub will cease and the Company will be the Surviving Corporation of the Merger and a wholly-owned subsidiary of Parent. The officers and directors of Merger Sub immediately prior to the Effective Time will be the initial officers and directors of the Surviving Corporation until the earlier of their death, incapacity, resignation or removal or until their respective successors are duly elected and qualified and will hold office in accordance with the terms of the certificate of incorporation and the by-laws of the Surviving Corporation, each of which are attached as exhibits to the Merger Agreement.

Delisting and Deregistration of Common Stock

If the Merger is completed upon the terms and subject to the conditions set forth in the Merger Agreement, the Common Stock will be delisted from the NYSE and deregistered under the Exchange Act. After completion of the Merger, the Company will no longer be required to file periodic reports with the SEC on account of the Common Stock or otherwise.

Effective Time and Closing

The Effective Time of the Merger will occur at the time that a certificate of Merger is duly filed with the Secretary of State of the State of Delaware on the closing date of the Merger, or at such later time as may be set

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forth in the Certificate of Merger in accordance with the relevant provisions of the DGCL. Unless the parties agree otherwise, the closing of the Merger will occur on the later of (i) the second (2nd) business day following the satisfaction or waiver of the conditions to the Merger and (ii) three (3) business days following the end of the marketing period (or an earlier date in the marketing period as specified by Parent), subject to certain extensions if the closing would otherwise occur within ten (10) business days of certain filings with the SEC by the Company. Although there is no financing condition to the closing of the Merger, the purpose of the marketing period is to provide Parent with a reasonable and appropriate period of time during which it can market and place the debt financing contemplated by the debt financing agreements entered into by Parent in connection with and for the purpose of financing the Merger Consideration payable in the Merger, as described in more detail under “The Merger Agreement—Financing Covenant; Company Cooperation” beginning on page 55 of this Information Statement.

Treatment of Common Stock and Stock Options

Common Stock

At the Effective Time, on the terms and subject to the conditions set forth in the Merger Agreement, each issued and outstanding share of Common Stock outstanding immediately prior to the Effective Time, other than any Cancelled Shares and Dissenting Shares, will thereupon be converted automatically into the right to receive $26.00 per share in cash without interest (and subject to reduction for any withholding taxes). Shares of Common Stock owned by stockholders with respect to which appraisal has been properly demanded in accordance with Section 262 of the DGCL, unless such demand has been withdrawn or such stockholder effectively fails to perfect or shall effectively waive, withdraw or lose such rights, will be cancelled and will not be converted into the Merger Consideration; instead, such stockholders will be paid the “fair value” in cash of such shares as determined by the Delaware Court in accordance with Section 262 of the DGCL. If, after the Effective Time, any such stockholder fails to perfect, withdraws or otherwise loses such stockholder’s right to appraisal pursuant to Section 262 of the DGCL, that stockholder’s shares of Common Stock will be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration, without interest and subject to reduction for any required withholding taxes.

Stock Options

Each Company Stock Option (whether vested or unvested) that is outstanding immediately prior to the Effective Time will, as of the Effective Time and except as agreed between Parent and any holder thereof, be converted into only the right to receive at the Effective Time an amount in cash equal to the product of (i) the total number of shares of Common Stock subject to such Company Stock Option and (ii) the excess, if any, of the amount of the Merger Consideration over the exercise price per share of Common Stock subject to such Company Stock Option. If the exercise price per share of any such Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option will be canceled without any cash payment being made in respect thereof.

Exchange and Payment Procedures

Prior to the Effective Time, Parent will deposit with the Exchange Agent, in trust for the benefit of holders of shares of Common Stock, an amount of cash equal to the Exchange Fund. The Exchange Fund will be payable upon due surrender of book-entry shares pursuant to the Merger Agreement.

No later than three (3) business days following the Effective Time, the Exchange Agent will mail to each holder of record of shares of Common Stock whose shares of Common Stock were converted into the right to receive the Merger Consideration, (i) a letter of transmittal and (ii) instructions for use in effecting the surrender of book-entry shares in exchange for the Merger Consideration.

Upon surrender of book-entry shares to the Exchange Agent together with a duly completed and validly executed letter of transmittal (and such other documents as may customarily be required by the Exchange Agent), the holder of such book-entry shares will be entitled to receive in exchange for such book-entry shares an amount

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in cash equal to the product of (i) the number of shares represented by such holder’s properly surrendered book-entry shares and (ii) the Merger Consideration. No interest will be paid or accrued on any amount payable upon due-surrender of book-entry shares. In the event of a transfer of ownership of shares of Common Stock that are not registered in the transfer records of the Company, the relevant Merger Consideration to be issued or paid upon due surrender of book-entry shares may be issued or paid to such a transferee if all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable with respect to such book-entry shares. Until surrendered upon the terms and subject to the conditions set forth in the Merger Agreement, each book-entry share will be deemed at all times after the Effective Time to represent only the right to receive upon such surrender, without interest, the Merger Consideration.

At the Effective Time, the stock transfer books of the Company will be closed, and there will be no further registration of transfers on the stock transfer books of the Company or the Surviving Corporation of shares of Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, book-entry shares are presented to the Surviving Corporation for transfer, they will be cancelled and exchanged for a check in the proper amount pursuant to the Merger Agreement.

Each of the Company, the Surviving Corporation, the Exchange Agent, Parent and Merger Sub will be entitled to deduct and withhold from any amounts otherwise payable pursuant to the Merger Agreement such amount as it is required to deduct and withhold with respect to the making of such payment under the Code, the rules or regulations promulgated thereunder, any provision of applicable state, local or foreign tax law or any other law. To the extent that amounts are so withheld and paid over to the appropriate governmental authority, such withheld amounts will be treated for purposes of the Merger Agreement as having been paid to the person in respect of which such deduction and withholding was made.

These procedures will be described in the letter of transmittal that the Company’s stockholders will receive, which such stockholders should read carefully in its entirety.

Representations and Warranties

The Merger Agreement contains a number of representations and warranties made by the Company, Parent and Merger Sub. The statements embodied in those representations and warranties were made for purposes of the contract among the parties and are subject to qualifications and limitations agreed to by the parties in connection with negotiating the terms of that contract. Certain representations and warranties were made as of the date of the Merger Agreement (or other dates specified in the Merger Agreement), may be subject to contractual standards of materiality different from those generally applicable to stockholders or may have been used for the purpose of allocating risk by the parties rather than establishing matters of fact. Accordingly, you should not rely on the representations and warranties as characterizations of the actual state of facts because they are qualified as described above. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the Merger Agreement, and these changes may or may not be fully reflected in the Company’s or Parent’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company, Parent and the Merger Sub that is contained in this Information Statement, as well as in the filings that the Company and Parent will make and have made with the SEC. The representations and warranties contained in the Merger Agreement may or may not have been accurate as of the date they were made and we make no assertion herein that they are accurate as of the date of this Information Statement.

In the Merger Agreement, the Company has made a number of representations and warranties that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement or by information in the confidential disclosure letter the Company delivered in connection with the Merger Agreement

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(the “Company Disclosure Letter”) (as may or may not be specifically indicated in the text of the Merger Agreement). These representations and warranties relate to, among other things:

Certain of the Company’s representations and warranties are qualified as to materiality or a “Company Material Adverse Effect”. “Company Material Adverse Effect” means such facts, circumstances, events or changes that, individually or in the aggregate, are materially adverse to the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, but does not include facts, circumstances, events or changes

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In the Merger Agreement, Parent and Merger Sub have made a number of representations and warranties that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

Conduct of the Company’s Business Pending the Merger

The Company has agreed that, from the date of the Merger Agreement until the Effective Time (or the earlier termination of the Merger Agreement), except (i) as required by law, (ii) with Parent’s consent (which shall not be unreasonably withheld, delayed or conditioned), (iii) as contemplated by the Merger Agreement or (iv) as set forth in the Company Disclosure Letter, (A) the business of the Company and its subsidiaries will be conducted in the ordinary course, and such entities will not take any actions except in the ordinary course and (B) the Company and its subsidiaries will use commercially reasonable efforts to preserve intact their present business organizations and to preserve their relationships with significant customers, suppliers and employees.

In addition, from the date of the Merger Agreement until the Effective Time (or the earlier termination of the Merger Agreement), except (i) as required by law, (ii) with Parent’s consent (which shall not be unreasonably withheld, delayed or conditioned), (iii) as contemplated by the Merger Agreement or (iv) as set forth in the Company Disclosure Letter, the Company has agreed that it:

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Solicitation of Acquisition Proposals

Until the Go-Shop Period End Date, the Company may:

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Following the Go-Shop Period End Date, except as may relate to any Excluded Party until the Cut-Off Date or as otherwise permitted by the Merger Agreement, the Company and its subsidiaries will, and the Company will cause its and its subsidiaries’ representatives to, cease any solicitation activities permitted during the Go-Shop Period and any discussions or negotiations with any person or group of persons that may be ongoing with respect to any Alternative Proposal. In addition, following the Go-Shop Period End Date, except as may relate to any Excluded Party until the Cut-Off Date or as otherwise permitted by the Merger Agreement, the Company may not, must cause its subsidiaries not to, and must use its reasonable best efforts to cause its or their respective affiliates or representatives not to:

Notwithstanding the foregoing, the Company will still be permitted to respond to an unsolicited Alternative Proposal made on or after the Go-Shop Period End Date; provided such proposal is made prior to the Window Shop End Date). In such circumstances, the Company may (i) in response to a request by the person who made such unsolicited Alternative Proposal, provide information or afford access to the books and records or representatives of the Company and (ii) engage, participate in or facilitate any discussions or negotiations with such person (and its representatives) with respect to such Alternative Proposal; provided that prior to taking such actions, the Company must have (x) received from such person an executed acceptable confidentiality agreement, (y) disclosed or made available to Parent any non-public information to be provided to such person and any books or records to which such person will be afforded access, to the extent not previously provided or otherwise made available to Parent and (z) delivered to Parent an unredacted copy of such Alternative Proposal (or, if such Alternative Proposal is not in writing, a written summary of the material terms thereof) and an executed copy of the acceptable confidentiality agreement with such person.

Change of Recommendation

Up until the Window Shop End Date, the Company has the right to terminate the Merger Agreement in response to a Superior Proposal that has not been withdrawn or terminated prior to the Window Shop End Date. This termination right is exercisable if the Company Board has concluded in good faith, after consultation with its outside advisors, that in light of a Superior Proposal, it would be reasonably likely to be inconsistent with the directors’ exercise of their fiduciary obligations to the Company’s stockholders under applicable law to make the Company Board Recommendation or fail to withdraw, amend, modify or qualify its recommendation (a “Change of Recommendation”) in a manner adverse to Parent: provided however that the Company provides Parent with written notice of its intention to terminate and the material terms and conditions related to such Superior Proposal. In the event that Parent, does not deliver to the Company prior to 12:01 a.m. on the date that is four (4) business days following the date of the Termination Notice (the “Expiration Date”) a written, binding and irrevocable proposal that the Company Board determines in good faith is at least as favorable to the Company and its stockholders as such Superior Proposal (a “Parent Superior Proposal”), the Company Board may

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immediately cause the Company to terminate the Merger Agreement. If Parent does deliver a Parent Superior Proposal on or before the Expiration Date, then the Cut-Off Date shall be automatically extended (with respect to such Change of Recommendation Party) to at least until 12:01 a.m. on the date that is four (4) business days following the date of the Parent Superior Proposal. During such period, the Company may, among other things, continue negotiations with the Change of Recommendation Party; provided that prior to terminating the Merger Agreement due to a Change of Recommendation in favor of the Change of Recommendation Party over the Parent Superior Proposal, the Company will be required to again comply with the termination notice requirements and procedures described above.

Nothing contained in the Merger Agreement prohibits the Company or the Company Board from (i) disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act, or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder or (ii) making any disclosure to its stockholders if the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure of the Company Board to make such disclosure would be reasonably likely to be inconsistent with applicable law or with the Company Board’s exercise of its fiduciary obligations to the Company’s stockholders under applicable law. However, any public disclosure made by or on behalf of the Company that refers to an Alternative Proposal will be deemed to be a Change of Recommendation unless the Company Board expressly reaffirms its recommendation for the transactions contemplated by the Merger Agreement.

If the Merger Agreement is terminated in light of a Superior Proposal, then under specified circumstances and on the terms and subject to the conditions set forth in the Merger Agreement, the Company may be required to pay Parent a termination fee ,the amount of which, if and when payable, would be either $35,888,391 or $62,804,683 (in each case, net of any Parent expenses previously paid by the Company), depending on the circumstances under which the Merger Agreement is terminated and as described in more detail in “The Merger Agreement—Termination Fees” beginning on page 61 of this Information Statement.

For the purposes of the Merger Agreement, “Alternative Proposal” means any bona fide proposal or offer made by any person or group of persons (other than Parent and its affiliates) for (i) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, dissolution, liquidation or similar transaction involving the Company, (ii) the acquisition by any person or group of persons of more than 25% of the assets of the Company and its subsidiaries, taken as a whole or (iii) the acquisition by any person or group of persons of more than 25% of the outstanding shares of Common Stock or more than 25% or more of the voting power represented by the Common Stock.

For the purposes of the Merger Agreement, “Superior Proposal” means an Alternative Proposal made by any person or group of persons on terms that the Company Board determines in good faith, after consultation with the Company’s financial advisors and outside legal counsel, and considering such factors as the Company Board considers to be appropriate, including all legal, regulatory and financial aspects (including certainty of closing), to be more favorable to the Company and its stockholders than the transactions contemplated by the Merger Agreement. In no event may an Alternative Proposal be deemed to be a “Superior Proposal” if there is a financing contingency.

For purposes of the Merger Agreement, “Company Board Recommendation” means the Company Board’s

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Stockholder Action by Written Consent

The Merger Agreement requires the Company to use, as soon as practicable after the expiration of the Go-Shop Period End Date, its reasonable best efforts to seek and obtain the Written Consent of the Company’s majority shareholder, Apollo, adopting the Merger Agreement and approving the transactions contemplated thereby, including the Merger. In connection with this, Parent has entered into the Support Agreement with Apollo, pursuant to which Apollo has agreed, on the terms and subject to the conditions set forth in the Support Agreement, to execute and deliver the Written Consent. The Support Agreement is further described in “The Support Agreement” beginning on page 63 of this Information Statement.

On October 11, 2014, Apollo executed and delivered the Written Consent to the Company and Parent. A copy of the Written Consent is attached hereto as Annex C. Therefore, no further approval or consent by the Company’s stockholders is required or needed in connection with the Merger Agreement or the transactions contemplated thereby, including the Merger.

Financing Covenant; Company Cooperation

Pursuant to the Merger Agreement, Parent has agreed to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, timely obtain, maintain and enforce its rights in respect of the debt financing on the terms and conditions described in the commitment letter executed and delivered by certain financial institutions at signing (or any permitted replacement financing), and maintain in effect such commitment letter (including any definitive agreements entered into in connection therewith), satisfy on a timely basis all conditions in the financing agreements applicable to Parent and Merger Sub to obtaining the debt financing as promptly as practicable, negotiate and enter into definitive agreements with respect to the debt financing on terms and conditions contained in the commitment letter or consistent in all material respects with the commitment letter and promptly upon execution thereof provide complete executed copies of such definitive agreements to the Company. Parent has also agreed not to permit certain amendments, modifications, waivers or replacements in the commitment letter and to keep the Company reasonably informed on the status of the financing and satisfaction of the conditions to receipt of the financing.

Parent has also agreed not to permit certain amendments, modifications or waivers in the commitment letters. In addition, if any portion of that amount of the debt financing becomes reasonably likely to be unavailable on the terms and conditions contemplated by the applicable financing agreements, (i) Parent will promptly notify the Company and (ii) Parent will use its reasonable best efforts to arrange and obtain alternative financing from alternative sources in an amount sufficient to consummate the Merger with terms and conditions not less favorable, taken as a whole, to Parent, Merger Sub and the Company than the terms and conditions set forth in the applicable financing agreements, as promptly as practicable following the occurrence of such event but no later than the final day of the marketing period.

In addition, Parent has agreed to fully enforce the lenders’ obligations and its rights under the financing agreements, including by suit or other appropriate proceeding to cause the lenders under the debt financing to fund in accordance with their respective commitments if all conditions to funding have been satisfied or waived.

Pursuant to the Merger Agreement, the Company will provide to Parent, and will cause its subsidiaries to provide, at Parent’s cost and expense, and will use reasonable best efforts to cause its representatives to provide, all cooperation reasonably requested by Parent that is customary and necessary in connection with arranging, obtaining and syndicating the debt financing and causing the conditions to be satisfied. Parent will promptly, upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its subsidiaries in connection with such cooperation of the Company and its subsidiaries, and Parent will indemnify and hold harmless the Company, its subsidiaries and their respective representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of Parent’s debt financing.

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Further Action; Efforts

Upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with applicable law, each of Parent, Merger Sub and the Company will use reasonable best efforts to take promptly, or cause to be taken, all necessary actions, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws to consummate and make effective the Merger and the transactions contemplated by the Merger Agreement, including:

In no event will any party be required to pay prior to the Effective Time any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by the Merger Agreement under any contract or agreement. Parent, Merger Sub and the Company further agreed not to take or cause to be taken any action that would be reasonably likely to prevent or materially delay the consummation of the transactions contemplated by the Merger Agreement.

Section 16 Matters

Prior to the Effective Time, the Company is entitled to take such steps as may reasonably be necessary and permitted to cause the transactions contemplated by the Merger Agreement to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Employee Matters

Parent has agreed to maintain severance and benefits under the Company’s employee plans and compensation levels until December 31, 2015. Parent has also agreed to give full credit for eligibility, vesting and benefit accruals under any of the Company’s employee plans or programs other than for benefit accrual purposes under a defined benefit pension plan. Parent has also agreed to maintain, through December 31, 2015, cash compensation levels (including base salary or base wage rate and annual cash bonus potential) that are in the aggregate no less favorable (but excluding any equity plan program or arrangement or Parent sponsored severance plan) than the overall cash compensation levels maintained for the Company’s employees immediately prior to the date of the Merger.

Additionally, Parent will, and will cause its affiliates to, operate all annual bonus arrangements other than the Performance Retirement Contribution Plan (collectively, “Bonus Plans”), as applicable, for 2014 in accordance with the terms established in the ordinary course of business as of the date of the Merger Agreement. To the extent applicable, performance goals under such Bonus Plans established in the ordinary course of business will be reasonably adjusted by Parent in good faith to reflect the consummation of the transactions contemplated by the Merger Agreement. If the Effective Time occurs during or after December 2014, the Company will be permitted to establish annual bonus plans for 2015, based upon targets and goals determined using comparable methodology and business measurements as used for the 2014 bonus plans. In addition, if the Effective Time occurs in the 2015 calendar year, all Bonus Plans for the Company’s employees for 2015 will be continued in accordance with their terms and will be reasonably adjusted by Parent in good faith to reflect

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consummation of the transactions contemplated by the Merger Agreement. The Performance Retirement Contribution Plan will be continued following the Effective Time through December 31, 2015, and contributions will be made, in accordance with the terms thereof based on actual performance. Company performance in respect of calculations made under the Performance Retirement Contribution Plan for the calendar year 2014 and/or 2015 will be calculated without taking into account any expenses or costs associated with or arising as a result of transactions contemplated by the Merger Agreement (including any expenses or costs related to restructurings undertaken in anticipation of the transactions contemplated by the Merger Agreement) or any non-recurring charges that would not reasonably be expected to have been incurred had the transactions contemplated by the Merger Agreement not occurred.

Indemnification; Directors’ and Officers’ Insurance

After the Effective Time, Parent and the Company (as the Surviving Corporation) have agreed to indemnify and hold harmless (and advance funds in respect of each of the foregoing) each current and former director, officer or employee of the Company or any of its subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any action) arising out of, relating to or in connection with any action or omission occurring or alleged to have occurred, whether before or after the Effective Time (including acts or omissions in connection with such person serving as an officer, director or other fiduciary of any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries).

Parent has agreed to cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its subsidiaries with respect to matters arising on or before the Effective Time. However, Parent will not be required to pay annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date of the Merger Agreement in respect of the coverage required to be obtained pursuant to the Merger Agreement, but in such case will purchase as much coverage as reasonably practicable for such amount. At the Company’s option, the Company may purchase, prior to the Effective Time, a six (6) year prepaid “tail” policy on terms and conditions providing substantially equivalent benefits as the current policies of the directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its subsidiaries with respect to matters arising on or before the Effective Time covering, without limitation, the transactions contemplated by the Merger Agreement. If such “tail” prepaid policy has been obtained by the Company prior to the Effective Time, Parent will cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation, and no other party will have any further obligation to purchase or pay for insurance under the Merger Agreement.

Transaction Litigation

The Company will give Parent prompt notice of any action commenced against the Company or its directors, officers, managers, partners or affiliates relating to the Merger Agreement or the Merger. The Company will reasonably consult with Parent regarding the defense or settlement of any such actions and will not compromise, settle, come to an arrangement regarding or agree to compromise, settle or come to an arrangement regarding any such actions or consent to the same, without the prior written consent of Parent (not be unreasonably withheld, conditioned or delayed). The parties will enter into a customary common interest or joint defense agreement or implement such other techniques as reasonably required to preserve any attorney-client privilege or other applicable legal privilege. However, the Company will not be required to take any action that it determines, after consultations with the Company’s legal counsel, may result in the loss of any attorney-client privilege or other applicable legal privilege. If any information is withheld pursuant to the foregoing sentence, the Company will inform Parent as to the general nature of what is being withheld in a manner that the Company determines, after consultation with legal counsel, would not result in a loss of attorney-client or other legal privilege and the parties will use reasonable best efforts to enable the Company to provide such information

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without causing the loss of any attorney-client or other applicable legal privilege. None of the Company, its subsidiaries or their respective directors, officers, managers or partners will be required to take any action pursuant to this paragraph that would unreasonably disrupt the operations of the Company or its subsidiaries.

Other Covenants

The Merger Agreement contains certain other covenants among Parent, Merger Sub and the Company, including covenants relating to access to information both before and after the Effective Time, the preparation of this Information Statement, other governmental filings, obtaining consents, exempting the transactions contemplated by the Merger Agreement from takeover statutes, public announcements and acquisition of Common Stock by Parent and Merger Sub.

Conditions to the Merger

Each of the Company’s, Parent’s and Merger Sub’s obligation to complete the Merger is subject to the fulfillment or written waiver at or prior to the Effective Time of the following conditions:

In addition, the Company’s obligation to complete the Merger is subject to the satisfaction or written waiver of the following conditions:

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For purposes of the Merger Agreement, “Parent Material Adverse Effect” means any change, event, development, conditions, occurrence or effect that

In addition, Parent’s and Merger Sub’s obligations to complete the Merger are subject to the satisfaction or written waiver of the following conditions:

Termination

The Merger Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after delivery of the Written Consent:

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Effect of Termination

If the Merger Agreement is terminated as described in “The Merger Agreement—Termination” beginning on page 59 of this Information Statement, the Merger Agreement will terminate (except regarding (i) the confidentiality agreement executed between the Company and Parent (the “Confidentiality Agreement”), (ii) fees and expenses, including, if due and payable and upon the terms and subject to the conditions set forth therein, the termination fees descried in “The Merger Agreement—Termination Fees” beginning on page 61 of this Information Statement and (iii) certain other general provisions, which will survive termination), and there will be no liability or obligation on the part of any party, except for (i) as provided for in the Confidentiality Agreement, (ii) subject, to certain limitations, as arising out of the fraud of the Company or a Company Material Breach (see below for the definition of “Company Material Breach”) or (iii) as arising out of the fraud of Parent or Merger Sub, intentional breach of the Merger Agreement by Parent or Merger Sub, or the failure of Parent or Merger Sub to fulfill a condition to the performance of the obligations of the Company or failure of Parent or Merger Sub to perform an agreement or covenant thereof, in which case, Parent or Merger Sub will not be relieved of any liability to the Company, whether in Law or in equity, as a result of such failure or breach.

Notwithstanding anything to the contrary in the Merger Agreement, (i) the Company’s aggregate liability under the Merger Agreement will not exceed under any circumstances $62,804,683 in the aggregate and (ii) the Company shall under no circumstances be liable to pay money damages, on the one hand, and any termination fee or any Parent Expense (see page 61 of this Information Statement for the definition of “Parent Expense”), on the other hand.

Under the Merger Agreement, “Company Material Breach” means the intentional, willful and material breach by the Company of the go-shop and non-solicitation covenant of the Merger Agreement or the covenants of the Merger Agreement relating to the Company’s cooperation with Parent’s financing efforts undertaken with the knowledge and intention that such action or inaction would result in a material breach or failure of such covenant. However, no such breach or failure to perform may constitute a “Company Material Breach” unless and until the Company has been given

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Termination Fees

Upon termination of the Merger Agreement, under specified circumstances and on the terms and subject to the conditions set forth therein, the Company may be required to pay Parent a termination fee, the amount of which, if and when payable, would be either $35,888,391 or $62,804,683 (in each case, net of any Parent Expenses previously paid by the Company), depending on the circumstances under which the Merger Agreement is terminated as follows:

The Merger Agreement provides that, if the Merger Agreement were terminated because the Written Consent had not been delivered or a termination fee discussed above is otherwise payable, the Company will pay within five (5) business days following termination of the Merger Agreement an amount up to $6,000,000 in reasonable and documented out-of-pocket fees and expenses incurred by Parent and Merger Sub and their respective affiliates and representatives related to the transactions contemplated by the Merger Agreement (the “Parent Expenses”).

In consideration of the payment by the Company of any termination fee or any Parent Expenses, if and solely to the extent permitted by the Merger Agreement, Parent and Merger Sub unconditionally and irrevocably agree to (and will cause their respective affiliates and each of the foregoing’s respective representatives to) not exercise, and waive, any and all claims and rights it or they may have against the Company and its direct and indirect stockholders relating to or arising out of the Merger Agreement or the transactions contemplated thereby.

In addition, the parties agree and acknowledge in the Merger Agreement that (i) the right of specific performance, if and solely to the extent permitted by the Merger Agreement or (ii) the ability of Parent to receive a termination fee or the Parent Expenses from the Company, if and solely to the extent permitted by the Merger Agreement, are the sole and exclusive remedies (whether at law, in equity, in contract, in tort or otherwise) of Parent and Merger Sub and any other person against the Company (or the Company’s affiliates or its and their respective directors, officers, employees, stockholders and representatives) for any breach, liability, cost, expense, loss or damage suffered as a result thereof or in connection with or related to the Merger Agreement or the transactions contemplated thereby, and, in the event any of the foregoing is due and payable, upon payment thereof, the Company (and the Company’s affiliates and its and their respective directors, officers, employees, stockholders and representatives) will have no further liability or obligation to Parent, Merger Sub, their respective affiliates or any of the foregoing’s respective directors, officers, employees, stockholders or representatives. Under no circumstances will Parent or Merger Sub together be permitted or entitled to receive

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(A) both a grant of specific performance, on the one hand, and a termination fee or the Parent Expenses, on the other hand or (B) more than one termination fee. In addition, the parties acknowledge and agree that in no event will Parent or Merger Sub seek to recover any money damages other than the termination fees or the Parent Expenses (when due and payable and in each case, upon the terms and subject to the conditions of the Merger Agreement).

Assignment

Neither the Merger Agreement nor any of the rights, interests or obligations thereunder may be assigned by any of the parties thereto (whether by operation of law or otherwise) without the prior written consent of the other parties.

Modification or Amendment

At any time prior to the Effective Time, any provision of the Merger Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company and Parent, or, in the case of a waiver, by the party against whom the waiver is to be effective. However, after the delivery of the Written Consent, if any such amendment or waiver will require further approval of the stockholders of the Company, the effectiveness of such amendment or waiver will be subject to the approval of the stockholders of the Company.

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SUPPORT AGREEMENT

Parent has entered into the Support Agreement with Apollo, which as of September 11, 2014, owned an aggregate of 35,708,219 shares of Common Stock constituting approximately 54% of the voting power of the issued and outstanding shares of Common Stock, pursuant to which Apollo has agreed, on the terms and subject to the conditions set forth in the Support Agreement, to act by written consent to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger. The Support Agreement will terminate upon any of the following: (i) the mutual agreement of Parent and Apollo, (ii) the consummation of the Merger, (iii) the termination of the Merger Agreement and (iv) a Change of Recommendation. The parties to the Support Agreement agreed that under no circumstances (i) will Parent or Merger Sub seek, directly or indirectly, to recover money damages arising under or in connection with the Support Agreement or the transactions contemplated thereby and (ii) will Apollo or any of its affiliates be liable for damages under or in connection with the Support Agreement, the Merger Agreement or the transactions contemplated thereby. On October 11, 2014, Apollo delivered the Written Consent pursuant to the Support Agreement.

The foregoing description of the Support Agreement and the transactions and agreements contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Support Agreement, a copy of which is attached hereto as Annex B, and the terms of which are incorporated herein by reference.

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MARKET PRICES OF COMMON STOCK AND DIVIDEND INFORMATION

Shares of Common Stock began trading on the NYSE under the symbol “TAM” on April 18, 2013. Prior to that, there was no public market for the Common Stock. As of —, 2014, there were — shares of Common Stock outstanding held by approximately — stockholders of record. The following table sets forth, for the fiscal quarters indicated, the reported high and low daily sales prices per share of the Common Stock as reported by Bloomberg since April 18, 2013.

Market Information

The closing sale price of shares of Common Stock on the NYSE on September 10, the last trading day prior to the announcement of the execution of the Merger Agreement, was $23.88 per share. On October —, 2014, the most recent practicable date prior to the date of this Information Statement, the closing sale price of shares of Common Stock on the NYSE was $— per share. You are encouraged to obtain current market prices of shares of Common Stock.

The Company has not paid any dividends on shares of Common Stock during the periods indicated in the table above. The terms of the Merger Agreement do not allow us to declare or pay a dividend between September 11, 2014 and the earlier of the consummation of the Merger or the termination of the Merger Agreement.

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APPRAISAL RIGHTS

The discussion of the provisions set forth below is not a complete summary regarding your appraisal rights under Delaware law and is qualified in its entirety by reference to the full text of Section 262 of the DGCL which is attached to this Information Statement as Annex D. Stockholders intending to exercise appraisal rights should carefully review Annex D in its entirety. Failure to follow precisely any of the statutory procedures set forth in Section 262 of the DGCL will result in a loss of appraisal rights.

If you comply with the applicable statutory procedures of Section 262 of the DGCL, you may be entitled to appraisal rights under Section 262 of the DGCL. To exercise and perfect appraisal rights, a record holder of shares of Common Stock must follow precisely the statutory procedures required by Section 262 of the DGCL.

Section 262 of the DGCL is reprinted in its entirety as Annex D to this Information Statement. Set forth below is a summary description of Section 262 of the DGCL. The following is intended as a brief summary of the material provisions of statutory procedures required to be followed by a stockholder to perfect appraisal rights under Section 262 of the DGCL. This summary, however, is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by reference to the full text of Section 262 of the DGCL, which is attached to this Information Statement as Annex D. All references in Section 262 of the DGCL and this summary to “stockholder” are to the record holder of the shares of Common Stock as to which appraisal rights are asserted. Failure to comply strictly with the procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights.

Under the DGCL, holders of shares of Common Stock who did not consent to the adoption of the Merger Agreement, who submit a demand for appraisal rights and follow the other procedures set forth in Section 262 of the DGCL and who do not thereafter withdraw their demand for appraisal of such shares or otherwise lose their appraisal rights, will be entitled to have their shares appraised by the Delaware Court, and to receive payment in cash of the “fair value” of those shares, together with interest, if any, to be paid upon the amount determined to be “fair value,” but exclusive of any element of value arising from the accomplishment or expectation of the Merger.

Under Section 262 of the DGCL, where a merger is approved by stockholders acting by written consent in lieu of a meeting of the stockholders, then, either the constituent corporation before the effective date of the merger, or the Surviving Corporation within ten (10) days thereafter, shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of Section 262 of the DGCL. For purposes of determining the stockholders entitled to receive the notice required under Section 262 of the DGCL, each constituent corporation may fix in advance, a record date that shall not be more than ten (10) days prior to the date notice is given, provided, that if the notice is given on or after the effective date of the merger, the record date shall be such effective date. If no record date is fixed in advance and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given. This Information Statement constitutes such notice to the holders of shares of Common Stock as of —, 2014, the date fixed as the record date for such notice, and Section 262 of the DGCL is attached to this Information Statement as Annex D. Any stockholder who wishes to exercise such appraisal rights or who wishes to preserve his, her or its right to do so should review the following discussion and Annex D carefully, because failure to timely and properly comply with the procedures specified will result in the loss of appraisal rights under the DGCL

Holders of shares of Common Stock who desire to exercise their appraisal rights must submit to the Company a written demand for appraisal of their shares of Common Stock no later than twenty (20) days after the date of mailing of this Information Statement (which includes the notice of written consent and appraisal rights), or —, 2014. A demand for appraisal will be sufficient if it reasonably informs the Company of the identity of the stockholder and that such stockholder intends thereby to demand appraisal of such stockholder’s shares of Common

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Stock. If you wish to exercise your appraisal rights in respect of your shares of Common Stock, you must continue to hold such shares of Common Stock through the Effective Time. A stockholder who is the record holder of shares of Common Stock on the date the written demand for appraisal is made, but who thereafter transfers such shares prior to the Effective Time, will lose any right to appraisal in respect of such shares.

All written demands for appraisal of shares of Common Stock must be mailed or delivered to:

Taminco Corporation

Two Windsor Plaza, Suite 411

7540 Windsor Drive

Allentown, Pennsylvania 18195

Attention: General Counsel

Only a holder of record of shares of Common Stock is entitled to demand an appraisal of the shares registered in that holder’s name. Accordingly, to be effective, a demand for appraisal by a stockholder of shares of Common Stock (a) must be executed by, or in the name of, the record stockholder, fully and correctly, as the stockholder’s name appears on the stockholder’s stock certificate(s) (or, in the case of uncertificated shares, in the transfer agent’s records), (b) should specify the stockholder’s mailing address and the number of shares registered in the stockholder’s name, and (c) must state that the person intends thereby to demand appraisal of the stockholder’s shares in connection with the Merger. The demand cannot be made by the beneficial owner if he, she or it is not the record holder of the shares of Common Stock. The beneficial holder must, in such cases, have the registered owner, such as a bank, brokerage firm, trust or other nominee, submit the required demand in respect of those shares of Common Stock. If you hold your shares of Common Stock through a bank, brokerage firm, trust or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm, trust or the other nominee to determine the appropriate procedures for the making of a demand for appraisal by the bank, brokerage firm, trust or the other nominee. A person having a beneficial interest in shares held of record in the name of another person, such as a broker, bank, trust or other nominee, must act promptly to cause the record holder to follow properly and in a timely manner the steps necessary to perfect appraisal rights in accordance with Section 262 of the DGCL.

If shares of Common Stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of a demand for appraisal should be made by the fiduciary in that capacity. If the shares of Common Stock are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or for all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, he or she is acting as agent for the record owner. A record owner, such as a bank, brokerage firm, trust or other nominee, who holds shares of Common Stock as a nominee for others, may exercise his, her or its right of appraisal with respect to the shares of Common Stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares of Common Stock as to which appraisal is sought. Where no number of shares of Common Stock is expressly mentioned, the demand will be presumed to cover all shares of Common Stock held in the name of the record owner. If you hold shares of Common Stock through a broker who in turn holds the shares through a central securities depository nominee such as Cede & Co., a demand for appraisal of such shares of Common Stock must be made by or on behalf of the depository nominee and must identify the depository nominee as record holder.

On or within ten (10) days after the Effective Time, the Company, as the Surviving Corporation in the Merger, must give written notice that the Merger has become effective to each of the Company’s stockholders, provided that if such notice is sent more than twenty (20) days following the sending of this notice, such notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded an appraisal of such holder’s shares in accordance with Section 262 of the DGCL. At any time within sixty (60) days after the Effective Time, any stockholder who has demanded an appraisal, but has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the demand and accept the Merger

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Consideration for that stockholder’s shares of Common Stock by delivering to the Surviving Corporation a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than sixty (60) days after the Effective Time will require written approval of the Surviving Corporation. Unless the demand is properly withdrawn by the stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party within sixty (60) days after the Effective Time, no appraisal proceeding in the Delaware Court will be dismissed as to any stockholder without the approval of the Delaware Court, with such approval conditioned upon such terms as the Delaware Court deems just. If the Surviving Corporation does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder who withdraws such stockholder’s right to appraisal in accordance with the proviso in the immediately preceding sentence, if the Delaware Court does not approve the dismissal of an appraisal proceeding, the stockholder will be entitled to receive only the appraised value of such stockholder’s shares as determined in any such appraisal proceeding, which value could be less than, equal to or more than the Merger Consideration.

Within one hundred twenty (120) days after the Effective Time, but not thereafter, either the Surviving Corporation or any stockholder who has complied with the requirements of Section 262 of the DGCL and is entitled to appraisal rights under Section 262 of the DGCL may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares of Common Stock held by all stockholders entitled to appraisal. Upon the filing of the petition by a stockholder, service of a copy of such petition shall be made upon the Surviving Corporation. The Surviving Corporation has no obligation to file such a petition, has no present intention to file a petition and holders of shares of Common Stock should not assume that the Surviving Corporation will file a petition.

Accordingly, it is the obligation of the holders of shares of Common Stock to initiate all necessary action to perfect their appraisal rights in respect of shares of Common Stock within the time prescribed in Section 262 of the DGCL and the failure of a stockholder to file such a petition within the period specified in Section 262 of the DGCL could result in a loss of such stockholder’s appraisal rights. In addition, within one hundred twenty (120) days after the Effective Time, any stockholder who has properly complied with the requirements of Section 262 of the DGCL will be entitled to receive from the Surviving Corporation, upon written request, a statement setting forth the aggregate number of shares of Common Stock not voted in favor of the Merger Agreement and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. The statement must be mailed within ten (10) days after such written request has been received by the Surviving Corporation, or within ten (10) days after the expiration of the period for delivery of demands for appraisal, whichever is later. A person who is the beneficial owner of shares of Common Stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition for appraisal or request from the Surviving Corporation such statement.

If a petition for appraisal is duly filed by a stockholder and a copy of the petition is delivered to the Surviving Corporation, then the Surviving Corporation will be obligated, within twenty (20) days after receiving service of a copy of the petition, to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares of Common Stock and with whom agreements as to the value of their shares of Common Stock have not been reached by the Surviving Corporation. After notice to stockholders who have demanded appraisal, if such notice is ordered by the Delaware Court, the Delaware Court is empowered to conduct a hearing upon the petition and to determine those stockholders who have complied with Section 262 of the DGCL and who have become entitled to the appraisal rights provided by Section 262 of the DGCL. The Delaware Court may require stockholders who hold stock represented by certificates and who have demanded payment for their shares of Common Stock to submit their book-entry shares to the Register in Chancery for notation of the pendency of the appraisal proceedings, and if any stockholder fails to comply with that direction, the Delaware Court may dismiss the proceedings as to that stockholder. Upon application by the Surviving Corporation or by any stockholder entitled to participate in the appraisal proceeding, the Delaware Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. After determination of the stockholders entitled to

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appraisal of their shares of Common Stock, the appraisal proceeding shall be conducted in accordance with the rules of the Delaware Court, including any rules specifically governing appraisal proceedings. Through such proceeding the Delaware Court will determine the fair value of the shares of Common Stock, as of the Effective Time after taking into account all relevant factors exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. When the fair value has been determined, the Delaware Court will direct the payment of such value upon surrender of the certificates representing shares of Common Stock, in the case of holders of shares represented by certificates, and forthwith, in the case of holders of uncertificated shares. Unless the Delaware Court in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment.

You should be aware that an investment banking opinion as to the fairness from a financial point of view of the consideration to be received in a sale transaction, such as the Merger, is not an opinion as to fair value under Section 262 of the DGCL. Although we believe that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration. Moreover, we do not anticipate offering more than the Merger Consideration to any stockholder exercising appraisal rights and reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the “fair value” of a share of Common Stock is less than the Merger Consideration. In determining “fair value,” the Court is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or which could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.” In addition, the Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenting stockholder’s exclusive remedy.

Costs of the appraisal proceeding (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court and imposed upon the parties participating in the appraisal proceeding by the Delaware Court , as it deems equitable in the circumstances. Upon the application of a stockholder, the Delaware Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts used in the appraisal proceeding, to be charged pro rata against the value of all shares of Common Stock entitled to appraisal. Any stockholder who demanded appraisal rights will not, after the Effective Time, be entitled to vote shares of Common Stock subject to that demand for any purpose or to receive payments of dividends or any other distribution with respect to those shares of Common Stock, other than with respect to payment of a dividend or distribution as of a record date prior to the Effective Time. If no petition for appraisal is filed within one hundred twenty (120) days after the Effective Time, or if the stockholder otherwise fails to perfect, successfully withdraws or loses such holder’s right to appraisal, then the right of that stockholder to appraisal will cease and that stockholder’s shares of Common Stock will be deemed to have been converted at

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the Effective Time into the right to receive the Merger Consideration. A stockholder will fail to perfect, or effectively lose, the right to appraisal if no petition for appraisal is filed within one hundred twenty (120) days after the Effective Time. In addition, as indicated above, a stockholder may withdraw his, her or its demand for appraisal in accordance with Section 262 of the DGCL at any time within sixty (60) days after the Effective Time (or thereafter with the written approval of the Company) and accept the Merger Consideration offered pursuant to the Merger Agreement. Once a petition for appraisal has been filed with the Delaware Court, however, the appraisal proceeding may not be dismissed as to any stockholder of the Company without the approval of the Delaware Court, and such approval may be conditioned upon such terms as the Delaware Court deems just; provided, that such restriction shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined the appraisal proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the Merger Consideration, within sixty (60) days after the Effective Time. Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL will result in the loss of a stockholder’s statutory appraisal rights.

In view of the complexity of Section 262 of the DGCL, the Company’s stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors.

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information as of October 7, 2014 with respect to shares of Common Stock beneficially owned by each of the Company’s directors and the named executive officers, all directors and executive officers as a group and each person the Company believes to be the beneficial owner of more than 5% of the outstanding shares of Common Stock as of such date. Except as indicated in the footnotes to the table, each of the stockholders listed below has sole voting and investment power with respect to shares owned by such stockholder. In the case of the Company’s directors and executive officers, the information below has been provided by such persons at the Company’s request.

As of October 7, 2014, 66,536,149 shares of Common Stock were issued and outstanding.

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