Elkcorp (NYSE:ELK)
Historical Stock Chart
From Jul 2019 to Jul 2024
![Click Here for more Elkcorp Charts. Click Here for more Elkcorp Charts.](/p.php?pid=staticchart&s=NY%5EELK&p=8&t=15)
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.