Elkcorp (NYSE:ELK)
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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’s 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’s obligations
under its existing merger agreement with The Carlyle Group (Carlyle),
will review the BMCA tender offer and make a recommendation to ElkCorp’s
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’s
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 “SEC”).
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’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 tenders or proxies from
its shareholders. Information concerning the interests of ElkCorp's
participants in the solicitation 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 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.