San Diego, Oct. 07, 2011 (Shareholders Foundation) -- The announcement that Southwall Technologies, Inc agreed to be acquired by Solutia Inc.for $13.60 per share prompted an investigation on behalf of investors of Southwall Technologies, Inc. (NASDAQ:SWTX) concerning whether the offer to acquire Southwall Technologies Inc. and the buyout process are unfair to investors of Southwall Technologies (SWTX)b and whether certain of its officers and directors or others breach their fiduciary duties owed investors in (NASDAQ:SWTX) shares.

The investigation by a law firm concerns whether Southwall Technologies, certain of its officers and directors, and/or others breached their fiduciary duties owed Southwall Technologies (NASDAQ:SWTX) investors in connection with the proposed acquisition.

On Friday, October 7, 2011, Solutia Inc. (NYSE: SOA) and Southwall Technologies Inc. (NASDAQ: SWTX) announced that they have signed an agreement providing for Solutia to acquire Southwall Technologies for $13.60 per share of Southwall Technologies common stock in cash. The transaction has an aggregate equity purchase price of approximately $113 million. Southwall Technologies Inc said, mong other things, that the $13.60offer represents a 45% premium to the closing price per share of Southwall common stock on October 6, 2011 and the closing of the tender offer is also subject to conditions, including but not limited to the tender of a majority of the outstanding shares of Southwall Technologies.

However, Southwall Technologies Inc said that certain funds affiliated with Needham Funds, together with Dolphin Direct Equity Partners, L.P., which collectively hold shares of Southwall Technologies Inc common stock and convertible preferred stock equal to approximately 63% of the outstanding shares of Southwall Technologies Inc common stock on an as-converted basis, have already 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.

Therefore, the investigation concerns whether the Southwall Technologies Board of Directors undertook an adequate sales process and in particular breached their fiduciary duties to Southwall Technologies (NASDAQ:SWTX) shareholders by failing to adequately shop the Company before entering into this transaction.

Furthermore the investigation concerns on whether Solutia Inc would underpay for NASDAQ:SWTX shares, thus unlawfully harming SWTX stockholders.

Despite that shares of Southwall Technologies (PINK:SWTXD) jumped after the takeover news from a close of $9.38 on Thursday to $13.49 on Friday, Oct. 7, 2011, shares of Southwall Technologies traded as recently as August 1, 2011 as high as $13.97 per share, thus well above the current $13.60offer. Additionally, Southwall Technologies financial performance increased lately. Its annual revenue rose in the past two years from $32.10million for 09 to $45.02million in 2010 and its Net Income almost doubled over the same time frame, from $5.66million in 09 to $10.13million in 2010.

A potential securities class action lawsuit would seek to maximize the amount of money and information
Southwall Technologies (SWTX) shareholders would receive in a buyout, so the law firm.