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"This acquisition positions Solutia as the world leader in advanced sputtering technology, combining the industry's leading commercial expertise with next-generation innovation capabilities to provide advanced film solutions to the premium window film and electronics markets," said Jeffry N. Quinn, chairman, president and chief executive officer of Solutia Inc.  "Our growth strategy remains focused on enhancing our portfolio through synergistic bolt-on acquisitions that allow Solutia to better serve high-growth markets and support the success of our existing businesses.  This is just one component of our strategy to put our strong cash flow to work to create value for our shareholders."

The acquisition will secure Solutia's access to Southwall's proprietary XIR® technology, a key base material for the Company's high-growth V-Kool® premium aftermarket window films.  In addition, the acquisition adds state-of-the-art manufacturing capacity and proprietary capabilities to support the fast-growing demand for high-tech films for the electronics market and positions Solutia to provide a broader range of product solutions. This includes a new product offering in which transparent film is encapsulated between Saflex® polyvinyl butyral interlayers to form a protective barrier in laminated glass against the harmful effects of the sun.

"We look forward to realizing the potential of Southwall's portfolio of energy efficiency solutions as we combine our innovation in sputtering technology with Solutia's commercial and market expertise," said Dennis Capovilla, president and chief executive officer of Southwall Technologies Inc.  "Together we will focus on the delivery of next-generation films to our customers that achieve unmatched levels of solar performance and optical clarity."

Under the terms of the agreement, it is anticipated that a subsidiary of Solutia will commence a tender offer for all of the outstanding shares of Southwall common stock no later than October 25, 2011.  Southwall stockholders will receive $13.60 per share in cash for all outstanding shares of Southwall common stock tendered in the offer and accepted for payment by Solutia, representing a 45% premium to the closing price per share of Southwall common stock on October 6, 2011.  The closing of the tender offer is subject to customary terms and conditions, including the tender of a majority of the outstanding shares of Southwall and the receipt of regulatory approvals.  Following the successful completion of the tender offer and following the receipt of stockholder approval, if necessary, the agreement provides for Southwall to merge with a subsidiary of Solutia and become a wholly-owned subsidiary of Solutia, with all shares of Southwall common stock then outstanding being converted into the right to receive the offer price in cash.  

The tender offer is expected to be completed in the fourth quarter of 2011.  Certain funds affiliated with Needham Funds, together with Dolphin Direct Equity Partners, L.P., which collectively hold shares of Southwall common stock and convertible preferred stock equal to approximately 63% of the outstanding shares of Southwall common stock on an as-converted basis, have entered into tender and support agreements with Solutia pursuant to which they have agreed to support the transaction and tender their shares in the offer.

Moelis & Company LLC and Kirkland & Ellis LLP acted as advisors to Solutia on this transaction.  Needham & Company, LLC, Seven Hills Group LLC and Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP acted as advisors to Southwall on this transaction.

In an effort to enhance communications, Solutia has created a supplemental video available on its website and YouTube channel that focuses on this announcement.

Notes to Editor:  SOLUTIA and the Radiance Logo™ and all other trademarks listed below are trademarks of Solutia Inc. and/or its affiliates.  SOUTHWALL and XIR are registered trademarks of Southwall Technologies Inc.

Forward Looking Statements

This press release may contain forward-looking statements, which can be identified by the use of words such as "believes," "expects," "may," "will," "intends," "plans," "estimates" or "anticipates," or other comparable terminology, or by discussions of strategy, plans or intentions.  All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, without limitation, statements regarding the proposed business combination and similar transactions; prospective performance and opportunities of the companies and the outlook for the companies' businesses; the development and delivery of new products; the anticipated timing and success in obtaining filings and approvals relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; and any assumptions underlying any of the foregoing.  These statements are based on management's current expectations and assumptions about the industries in which Solutia operates.  Forward-looking statements are not guarantees of future performance and are subject to significant risks and uncertainties that may cause actual results or achievements to be materially different from the future results or achievements expressed or implied by the forward-looking statements.  These risks and uncertainties include, but are not limited to, those risks and uncertainties described in Solutia's most recent Annual Report on Form 10-K, including under "Cautionary Statement About Forward Looking Statements" and "Risk Factors", and Solutia's quarterly reports on Form 10-Q and those risks and uncertainties described in Southwall's most recent Annual Report on Form 10-K, including under "Cautionary Statement For the Purpose of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995" and "Risk Factors", and Southwall's quarterly reports on Form 10-Q.  These reports can be accessed through the "Investors" section of Solutia's website at www.solutia.com and the "Investor Relations" section of Southwall's website at www.southwall.com , respectively.  Additional risks and uncertainties relating to the proposed business combination include, without limitation, uncertainties as to the timing of the tender offer and merger; uncertainties as to how many Southwall stockholders will tender their shares in the tender offer; the possibility that closing conditions to the transaction may not be satisfied or waived, including that required regulatory approvals may not be obtained in a timely manner, if at all; and the possibility that anticipated benefits of the transaction, including synergies, may not be realized.  Solutia and Southwall disclaim any intent or obligation to update or revise any forward-looking statements in response to new information, unforeseen events, changed circumstances or any other occurrence except as required by law.

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