Elkcorp (NYSE:ELK)
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From Jul 2019 to Jul 2024
ElkCorp (NYSE:ELK), a leading manufacturer of roofing and building
products, today announced that it has received notification from The
Carlyle Group (Carlyle) that Carlyle has determined not to submit a
revised proposal in response to the notice sent by ElkCorp to Carlyle on
January 29, 2007, of ElkCorp’s intention to
terminate the merger agreement between ElkCorp and Carlyle. As
previously disclosed, ElkCorp has received an irrevocable, binding offer
from Building Materials Corporation of America (BMCA) and certain of its
affiliates to enter into an agreement by which one of these affiliates
(BMCA Sub) would acquire all of the outstanding common stock of ElkCorp
at a price of $43.50 per share and, as a result of this offer, sent the
notice of intention to terminate to Carlyle.
As a result of these events, ElkCorp has the right to terminate the
Carlyle merger agreement upon payment to Carlyle of a termination fee of
$29 million, and thereafter is free to accept BMCA’s
offer, which expires if not accepted on or before February 6, 2007. If
ElkCorp accepts BMCA’s offer, BMCA has agreed
to reimburse the full amount of this termination fee within one business
day of payment by ElkCorp to Carlyle. Under an agreed-upon order entered
into with a shareholder plaintiff in an action pending in a Dallas
County Court, the plaintiff is entitled to two business days’
notice of payment of the fee. The plaintiff received such notice
yesterday. The actions are also subject to the ElkCorp Board’s
final approval to enter into the merger agreement with BMCA Sub.
As previously disclosed, under the terms of BMCA’s
offer, BMCA Sub will amend its existing offer to purchase all of ElkCorp’s
outstanding shares of common stock for $43.50 per share (the “Tender
Offer”) to conform the Tender Offer to the
terms of BMCA’s proposed merger agreement.
Under the terms of the proposed agreement, following completion of the
Tender Offer, the parties will complete a second-step merger (the “Merger”)
in which all remaining outstanding shares will be cancelled and
converted into $43.50 cash per share, without interest, or such higher
amount as may be paid for shares in the Tender Offer. Consummation of
the Tender Offer and the Merger are subject to customary closing
conditions.
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
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,”
“contemplate,” “believe,”
“plan,” “estimate,”
“expect,” “intend,”
“may,” “target,”
“look forward to”
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 the tender offer and second-step merger proposed by BMCA or any
other transaction will be consummated, or if consummated, that it 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 or
events. 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 to the extent required by law.
Additional Information and Where to Find It. In connection with the
Carlyle 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, 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 and, if ElkCorp terminates its
merger agreement with Carlyle and enters into a merger agreement with
BMCA, ElkCorp expects to file amendments to this Schedule 14D-9.
Investors and security holders are strongly advised to read these
documents (when they become available in the case of those not yet
available) because they contain or will contain important information
about the tender offers and the proposed mergers. Free copies of
materials which 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 proxy statements relating to any merger,
if one is required to be filed, and in the solicitation/recommendation
statements on Schedule 14D-9 when they become available.