Four agreements for US public company acquisitions with a deal value of $100 million or more were filed this past week.

On September 11, 2014, Eastman Chemical Company agreed to acquire speciality chemical company Taminco Corporation in an all-cash transaction valued at $2.8 billion.

The merger agreement provides Taminco with a 30-day go-shop period to solicit competing proposals. After this time, Taminco may for 15 days continue discussions with a party who submitted an acquisition proposal during the go-shop period that is or is could reasonably be expected to result in a superior proposal. The merger agreement also provides for a limited window-shop exception to the no-shop, during which Taminco may engage in negotiations with a party who submits an unsolicited acquisition proposal after the end of the go-shop period that is or would reasonably be expected to result in a superior proposal, but only until 20 days after the mailing of Taminco's information statement.

Taminco's fiduciary out applies to both qualifying proposals received during the go-shop period and unsolicited proposals received during the limited window-shop period. After receiving notice of Taminco's intention to change its recommendation and terminate the merger agreement, Eastman has a four business day matching rights period. The merger agreement, however, does not explicitly obligate Taminco to negotiate with Eastman during its matching right period. In addition, if Eastman resubmits a superior proposal during this period, then the cut-off date for negotiations with the third-party bidder is extended for at least four business days.

The merger agreement also provides for a two-tier break-up fee, under which Taminco must pay Eastman either $35,888,391 (1.28%) or $62,804,683 (2.24%) if the merger agreement is terminated under certain circumstances. The lower fee is payable if Taminco terminates the merger agreement in response to a superior proposal made during the go-shop period and, within 12 months after termination, closes a transaction for an acquisition of more than 80% of the assets or common stock of Taminco with the party who made the superior proposal at the time of termination or with another excluded party.

Certain affiliated investment funds of Apollo Global Management, LLC (collectively owning a majority of Target common stock) entered into support agreements, under which they agreed to act by written consent to approve and adopt the merger agreement and merger. Either party may terminate the merger agreement if the written consent has not been delivered to each party within 24 hours after the end of the go-shop period (Taminco, however, may not exercise this termination right until the fifth business day after 24 hours after the end of the go-shop period).

Also this week:

For additional public merger agreement summaries, see What's Market.