Share Purchase Deal: MYERS HOLDINGS BRASIL LTDA acquire 100% of the stock of PLASTICOS NOVEL DO NORDESTE S.A (NOVEL BAHIA)

Description of the Deal

Share Purchase Deal pursuant to which MYERS HOLDINGS BRASIL LTDA acquired 100% of the stock of PLASTICOS NOVEL DO NORDESTE S.A (NOVEL BAHIA) subject to a prior corporate reorganization of NOVEL BAHIA whereby the company PLASTICOS NOVEL DO PARANÃ S.A (NOVEL PARANA) would be a wholly owned subsidiary of NOVEL BAHIA.

Value of the Deal

US$ 27.500.000,00

Closing date

July 3rd, 2012

DeA Participation

DeA assisted Myers Group on the legal due diligence and risk assessments, definition of the transaction structure, negotiation of the terms and conditions of the transaction, preparation of the Letter of Intent (LOI), draft of the Share Purchase Agreement (SPA), as well as documentation, schedules and ancillary contracts.

Members of DeA Involved

1. Partners: Edimara Iansen Wieczorek, Daniel Caramaschi and Luciano Burti Maldonado

2. Associates: Marco Favini, Luciano Wolf de Almeida and Graziela Mellis

   Other Law Firm Involved - Individual Names

   Counsel to the Sellers only in part of the transaction: Barbosa, Müssnich& Aragão

   Individuals: Plínio Simões Barbosa

   Counsel to Myers Group in USA: Benesch, Friedlander, Coplan & Aronoff LLP

   Individuals: Megan L. Mehalko and Sara Bunke Evans

   Participation of In-House Counsels

1. BNY Mellon Brasil (Escrow Agent) - Villemor Amaral Advogados

   Individuals:Corintho Falcão Neto

   Financial Advisers

   PricewaterhouseCoopers Transaction Services Ltda.

   Auditors

   PricewaterhouseCoopers Transaction Services Ltda.

   Importance of the Deal - summary

   (E.g.: setting legal precedent, complexity, money involved)

   Since MYERS INDUSTRIES (parent company of MYERS HOLDINGS BRASIL LTDA) is a NYSE-trade company the transaction involved a high level of complexity to implement Corporate Reorganization pursuant to which NOVEL PARANÃ would be a wholly-owned subsidiary of NOVEL BAHIA prior the Closing.

   The NYSE-trade rules and the terms of the transaction demanded the immediate payment of all tax and banking debts carried out by both NOVEL PARANÃ and NOVEL BAHIA at the same day of the Closing. Such payment allocated about US$ 25.000.000,00 in debts and demanded prior conference and monitoring acts with the tax authorities and banks to allow the payment of all debts, as well as the payment of the share purchase price to each of the Sellers and capital contribution to each of the acquired companies in one single day.

   In addition, since NOVEL PARANÃ and NOVEL BAHIA were both a family owned companies, the transaction managed issues...