ElkCorp Board Recommends Rejection of BMCA Tender Offer
January 08 2007 - 6:28PM
Business Wire
ElkCorp (NYSE: ELK), a manufacturer of premium roofing and building
products, today announced that its Board of Directors, on the
recommendation of its Special Committee of independent,
non-management directors and with the assistance of its legal and
financial advisors, has recommended that the Company�s shareholders
reject the $40.00 per share cash tender offer from Building
Materials Corporation of America (�BMCA�), which was submitted on
December 20, 2006. The Board reached its determination based, among
other factors, on its belief that the tender offer is excessively
conditional, lacks appropriate financing and is potentially
illusory. Complete information on the Board�s recommendation can be
found in the Company�s Solicitation/Recommendation Statement on
Schedule 14D-9 filed today with the Securities and Exchange
Commission. The Company noted, however, that it is in active
negotiations with BMCA and its affiliate, Mr. Samuel Heyman, to
develop a transaction that would merit recommendation to ElkCorp�s
shareholders. To this end, ElkCorp has been providing, and
continues to provide, BMCA and Heyman Investments with access to
the Company (including facilities, documents and personnel) to
allow BMCA to conduct an extensive due diligence investigation,
including access to the information provided to Carlyle and other
bidders, as well as additional information not previously made
available to The Carlyle Group or other bidders. ElkCorp announced
on December 18, 2006 that it has agreed to be acquired by an
affiliate of Carlyle in an all-cash merger transaction in which
ElkCorp shareholders would receive $38.00 in cash for each
outstanding ElkCorp share. The Special Committee and the Board
continue to recommend the Carlyle transaction at this time. About
ElkCorp ElkCorp, through its subsidiaries, manufactures Elk-brand
premium 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. 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,� �believe,� �plan,�
�estimate,� �expect,� �intend,� �may,� �target� 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 a merger or other transaction will take place or
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. 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 as required by law. Additional Information
and Where to Find It. In connection with the BMCA tender offer,
ElkCorp has filed a Solicitation/Recommendation Statement on
Schedule 14D-9 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. Investors and security holders are strongly advised to
read the Solicitation/Recommendation Statement because it contains
important information about the BMCA tender offer. In addition,
investors and security holders are strongly advised to read the
proxy statement when it becomes available because it will contain
important information about the proposed Carlyle merger. Free
copies of materials filed by ElkCorp are 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 stockholders in connection with the proposed
Carlyle merger. Information concerning the interests of ElkCorp�s
participants in the solicitation, which may, in some cases, be
different than those of ElkCorp stockholders 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 the
proxy statement relating to the Carlyle merger when it becomes
available.
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