Carlyle Commences Tender Offer to Acquire ElkCorp
18 1월 2007 - 9:30PM
Business Wire
Global private equity firm The Carlyle Group today announced that
CGEA Holdings, Inc. (�Parent�), a wholly owned subsidiary of
Carlyle Partners IV, L.P., is commencing, through its wholly owned
subsidiary CGEA Investor, Inc. (�Purchaser�), a cash tender offer
to purchase all the outstanding shares of common stock, par value
$1.00 per share (the �Shares�), of ElkCorp (NYSE:ELK) (the
�Company�), a Delaware corporation, and the associated Series�A
Participating Preferred Stock purchase rights (the �Rights�) at a
price of $40.50 per share net to the seller in cash (subject to
applicable withholding taxes), without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to
Purchase dated January 18, 2007 (the �Offer to Purchase�) and the
related Letter of Transmittal (which together, as amended,
supplemented or otherwise modified from time to time constitute the
�Offer�). The Offer is being made in connection with the Amended
and Restated Agreement and Plan of Merger, dated as of January 15,
2007, among Parent, Purchaser and the Company (the �Merger
Agreement�), pursuant to which, after the completion of the Offer
and the satisfaction or waiver of certain conditions, Purchaser
will be merged with and into the Company and the Company will be
the surviving corporation (the �Merger�). Parent and Purchaser
today will file with the Securities and Exchange Commission a
tender offer statement on Schedule TO setting forth in detail the
terms of the Offer. The Company today will file with the Commission
a solicitation/recommendation statement on Schedule 14D-9 setting
forth in detail, among other things, the recommendation of the
Company�s board of directors that the Company�s stockholders accept
the Offer and tender their shares pursuant to the Offer to
Purchase. As previously announced, the Company�s board of
directors, acting upon the unanimous recommendation of the special
committee, unanimously (with two directors who are senior
executives of the Company abstaining) recommended that the holders
of the Shares accept the Offer and tender their shares pursuant to
the Offer. The Offer will expire at 12:00 midnight on February 14,
2007, unless extended in accordance with the Merger Agreement and
the applicable rules and regulations of the Securities and Exchange
Commission. The offer will be subject to customary conditions,
including anti-trust and other regulatory clearances. Merrill Lynch
& Co is acting as dealer-manager for the Offer. The Special
Committee of the board of directors of the Company (�Special
Committee�) received an opinion, dated January 14, 2007, of
Citigroup Global Markets Inc. (�Citigroup�), the Special
Committee�s financial advisor, to the effect that, as of the date
of such opinion and based upon and subject to the factors and
assumptions set forth in such opinion, the consideration to be
received in the Offer and the Merger, taken together, by holders of
Shares (other than Parent, Purchaser and their respective
affiliates) was fair, from a financial point of view, to such
holders, and the Company�s board of directors received an opinion,
dated January [14], 2007, of UBS Securities LLC (�UBS�), the board
of directors� financial advisor, to the effect that, as of the date
of such opinion, and based upon and subject to the factors and
assumptions set forth in such opinion, the consideration to be
received in the Offer and the Merger, taken together by holders of
Shares (other than Parent, Purchaser and their respective
affiliates) was fair, from a financial point of view, to such
holders. Debevoise & Plimpton LLP is legal counsel to The
Carlyle Group, and Wachtell, Lipton, Rosen & Katz is legal
counsel to ElkCorp. The description contained herein is neither an
offer to purchase nor a solicitation of an offer to sell shares of
the Company. Parent and Purchaser, will file with the Securities
and Exchange Commission a tender offer statement on Schedule TO,
and will mail an offer to purchase, forms of letter of transmittal
and related documents to the Company�s stockholders. The Company
will file with the Securities and Exchange Commission, and will
mail to the Company�s stockholders, a solicitation/recommendation
statement on Schedule 14D-9. These documents contain important
information about the Offer and stockholders of the Company are
urged to read them carefully when they become available.
Stockholders of the Company will be able to obtain a free copy of
these documents (when they become available) at http://www.elk.com
and the website maintained by the Securities and Exchange
Commission at http://www.sec.gov/ or by contacting the information
agent for the Offer, Innisfree M&A Incorporated at (212)
750-5833 or (888) 750-5834 (toll free). Forward Looking Statements.
This release contains some forward-looking statements as defined by
the federal securities laws which are based on our current
expectations and assumptions, which are subject to a number of
risks and uncertainties that could cause actual results to differ
materially from those anticipated, projected or implied. We
undertake no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events
or otherwise. 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
Elkcorp (NYSE:ELK)
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Elkcorp (NYSE:ELK)
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