Elkcorp (NYSE:ELK)
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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