ElkCorp Amends Merger Agreement with the Carlyle Group
16 Janvier 2007 - 1:00PM
Business Wire
ElkCorp (NYSE: ELK), a manufacturer of roofing and building
products, today announced that ElkCorp and The Carlyle Group have
amended their previously announced merger agreement. Under the
terms of the revised agreement, Carlyle will commence a tender
offer to acquire all of the outstanding shares of ElkCorp common
stock at a price of $40.50 per share in cash. The offer will
commence on or before January 18, 2007, and will expire at midnight
on the 20th business day following and including the commencement
date, unless extended in accordance with the terms of the merger
agreement and the applicable rules and regulations of the
Securities and Exchange Commission (SEC). Following completion of
the tender offer in which a majority of ElkCorp�s outstanding
shares are tendered, Carlyle has committed to complete a
second-step merger in which all remaining shares of ElkCorp common
stock will be converted into the right to receive the same price
paid per share in the tender offer. Carlyle has obtained fully
committed financing for the tender offer and the second-step
merger. Upon the recommendation of a special committee of ElkCorp�s
Board consisting solely of independent, non-management directors,
ElkCorp�s Board has approved the revised merger agreement and
recommends that shareholders tender their shares into the Carlyle
offer. The Board continues to recommend that shareholders reject
the $40.00 per share cash tender offer from Building Materials
Corporation of America (�BMCA�). Carlyle�s tender offer of $40.50
values the Company at approximately $1.05 billion, including the
assumption of approximately $173 million of net debt, and
represents a $2.50 per share increase over the $38 price per share
provided in the original merger agreement announced on December 18,
2006. The revised per share price represents a premium of
approximately 61% over ElkCorp�s closing share price on November 3,
2006, the last trading day before ElkCorp announced that its Board
of Directors and management were conducting a review of the
company�s strategic alternatives. �ElkCorp is pleased that
Carlyle's revised offer delivers increased value to ElkCorp's
shareholders and a quicker timetable,� said Thomas D. Karol,
Chairman and Chief Executive Officer of ElkCorp. Glenn Youngkin,
Carlyle Managing Director and Head of the Global Industrial team,
said, �Our increased offer demonstrates our commitment to this
transaction and our confidence in the future of ElkCorp.� The
tender offer is subject to a majority of ElkCorp�s outstanding
shares being tendered in the offer and other customary closing
conditions. The transaction is not subject to any financing
condition and Carlyle has obtained fully committed financing for
both the tender offer and the second-step merger. The transaction
will be financed through a combination of equity and debt
financing, with the debt financing committed by Bank of America,
N.A., Merrill Lynch Capital Corporation, Inc. and General Electric
Capital Corporation and certain of their affiliates. Merrill Lynch,
Pierce, Fenner & Smith Inc. and Banc of America Securities LLC
are financial advisors to The Carlyle Group, and Debevoise &
Plimpton LLP is legal advisor. UBS Investment Bank is financial
advisor to ElkCorp, and Wachtell, Lipton, Rosen & Katz is legal
advisor. Citigroup Corporate and Investment Banking is financial
advisor to the Special Committee. About ElkCorp ElkCorp, through
its subsidiaries, manufactures Elk brand roofing and building
products (90% of consolidated revenue) and provides technologically
advanced products and services to other industries. Its common
stock is listed on the New York Stock Exchange (NYSE:ELK).
www.elkcorp.com About The Carlyle Group The Carlyle Group is a
global private equity firm with $46.9 billion under management.
Carlyle invests in buyouts, venture & growth capital, real
estate and leveraged finance in Asia, Europe and North America,
focusing on aerospace & defense, automotive &
transportation, consumer & retail, energy & power,
healthcare, industrial, technology & business services and
telecommunications & media. Since 1987, the firm has invested
$24 billion of equity in 576 transactions for a total purchase
price of $101.8 billion. The Carlyle Group employs more than 740
people in 16 countries. In the aggregate, Carlyle�s portfolio
companies have more than $68 billion in revenue and employ more
than 200,000 people around the world. www.carlyle.com Forward
Looking Statements. Statements made in this release, our website
and in our other public filings and releases, which are not
historical facts contain �forward-looking� statements (as defined
in the Private Securities Litigation Reform Act of 1995) that
involve risks and uncertainties and are subject to change at any
time. These forward-looking statements may include, but are not
limited to, statements containing words such as �anticipate,�
�contemplate,� �believe,� �plan,� �estimate,� �expect,� �intend,�
�may,� �target,� �look forward to� and similar expressions. Factors
that could cause actual results to differ materially include, but
are not limited to, the following: costs, litigation, an economic
downturn or changes in the laws affecting our business in those
markets in which we operate. There can be no assurance that the
tender offer, merger or other any other transaction will be
consummated, or if consummated, that it will increase shareholder
value. The forward-looking statements involve known and unknown
risks, uncertainties and other factors that are, in some cases,
beyond our control. We caution investors that any forward-looking
statements made by us are not guarantees of future performance or
events. We disclaim any obligation to update any such factors or to
announce publicly the results of any revisions to any of the
forward-looking statements to reflect future events or
developments, except to the extent required by law. Additional
Information and Where to Find It. In connection with the Carlyle
tender offer, ElkCorp expects to file a solicitation/recommendation
statement with the Securities and Exchange Commission (the �SEC�).
In connection with the proposed merger with affiliates of The
Carlyle Group, ElkCorp expects to file a proxy statement with the
SEC, if required by law. In connection with the tender offer by
BMCA, ElkCorp has filed a solicitation/recommendation statement
with the SEC. Investors and security holders are strongly advised
to read these documents when they become available because they
will contain important information about the tender offer and the
proposed merger. Free copies of materials which will be filed by
ElkCorp will be available at the SEC�s web site at www.sec.gov, or
at the ElkCorp web site at www.elkcorp.com, and will also be
available, without charge, by directing requests to ElkCorp,
Investor Relations, 14911 Quorum Drive, Suite 600, Dallas, TX
75254-1491, telephone (972) 851-0472. ElkCorp and its directors,
executive officers and other members of its management and
employees may be deemed participants in the solicitation of proxies
from its shareholders in connection with the proposed merger.
Information concerning the interests of ElkCorp�s participants in
the solicitation, which may, in some cases, be different than those
of ElkCorp shareholders generally, is set forth in ElkCorp�s proxy
statements and Annual Reports on Form 10-K, previously filed with
the SEC, and will be set forth in a proxy statement relating to the
merger, if one is required to be filed, and in the
solicitation/recommendation statement when it becomes available.
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