ElkCorp Issues Statement Regarding Two Different Tender Offers
19 1์ 2007 - 9:14PM
Business Wire
ElkCorp (NYSE:ELK), a leading manufacturer of roofing and building
products, today confirmed that it has received notice of a cash
tender offer to purchase all of ElkCorp๏ฟฝs outstanding shares for
$42.00 per share by an affiliate of Building Materials Corporation
of America (BMCA). The Company also noted that BMCA has terminated
its previous tender offer of $40.00 per share. The Special
Committee and the Board of Directors, consistent with their
fiduciary duties and the Company๏ฟฝs obligations under its existing
merger agreement with The Carlyle Group (Carlyle), will review the
BMCA tender offer and make a recommendation to ElkCorp๏ฟฝs
shareholders. The Board urges its shareholders not to take any
action with respect to the BMCA offer until the Board makes its
recommendation. On January 16, 2007, ElkCorp announced that it has
entered into an amended merger agreement with Carlyle, under which
Carlyle yesterday commenced a tender offer to acquire all of
ElkCorp๏ฟฝs outstanding shares for $40.50 per share. The revised
Carlyle tender offer represents a $2.50 increase over the $38.00
price per share provided in the original merger agreement with
Carlyle, which was announced on December 18, 2006. The Carlyle
tender offer 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. The Board, at this time, continues to recommend that
shareholders accept the Carlyle tender offer. 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 Additional Information and Where to
Find It. In connection with the Carlyle tender offer, ElkCorp is
filing a solicitation/recommendation statement on Schedule 14D-9
with the Securities and Exchange Commission (the ๏ฟฝSEC๏ฟฝ). 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 an
affiliate of BMCA, ElkCorp expects to file a
solicitation/recommendation statement on Schedule 14D-9 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๏ฟฝs 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 tenders
or proxies from its shareholders. Information concerning the
interests of ElkCorp's participants in the solicitation is set
forth in ElkCorp๏ฟฝs 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 statements on
Schedule 14D-9 when they become available.
Elkcorp (NYSE:ELK)
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Elkcorp (NYSE:ELK)
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