Armstrong Offers to Meet With Domco Independent Committee - Letter to Committee Suggests Actions Available to Domco Board.LANCASTER, Pennsylvania--(BUSINESS WIRE)--June 25, 1997--(NYSE NYSE See: New York Stock Exchange ACK (ACKnowledgment code) The communications code sent from a receiving station to a transmitting station to indicate that it is ready to accept data. It is also used to acknowledge the error-free receipt of transmitted data. Contrast with NAK. 1. ) Armstrong World Industries Armstrong World Industries, Inc. is an international designer and manufacturer of floors, ceilings and cabinets. Based in Lancaster, Pennsylvania, Armstrong operates 39 plants in 10 countries and has approximately 13,000 employees worldwide. , Inc. announced today that George A. Lorch, its Chairman and Chief Executive Officer, has sent a letter to John B. Claxton, Chairman of the Special Committee of Independent Directors of Domco Inc. (MSE MSE Mouse (computer) MSE Materials Science & Engineering MSE Mean Squared Error MSE Mean Square Error MSE Master of Science in Engineering MSE Manufacturing Systems Engineering MSE Mechanically Stabilized Earth :DOC; TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :DOC) seeking to meet with the Committee in order to review Armstrong's offer for Domco and discuss its benefits to Domco and its shareholders. "We believe that our Offer provides Domco investors with fair value and equal treatment," Lorch stated in his letter. "Moreover, we believe that the alternative, the Sommer/Tarkett proposal which produces no immediate value for Domco minority shareholders, is also not in the long-term interests of the Domco minority shareholders and does not have the same potential for expansion of Domco's Canadian businesses Canadian Business is the longest-publishing business magazine in Canada. It was founded in 1928 as The Commerce of the Nation, the organ of the Canadian Chamber of Commerce. The magazine was renamed Canadian Business in 1933. . Finally, Domco's prospective owner Sommer/Tarkett will have serious difficulty in resolving the unavoidable conflict between its subsidiaries Domco and Tarkett, who compete in North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. yet have separate minority shareholder interests." Options Available to the Domco Board Commenting in the letter on the possible actions that the full Domco Board could take, Lorch said, "It has been suggested that the Committee and the Board of Domco are powerless to deal with our Offer and minority shareholder rights if Domco's controlling shareholder, Sommer Sommer is a surname, from the German and Danish word for the season "summer". It may refer to:
- Recommend in the strongest possible terms that all shareholders (including Sommer) accept our Offer. - Initiate a capital markets transaction that ensures that minority shareholders receive an offer of at least $23.00 per share. Possible transactions are: (i) a sale to us of sufficient shares to ensure that we acquire a majority of the outstanding shares of Domco; and (ii) an issuer bid for $23.00 per share. - Apply to securities commissions or commence legal proceedings All actions that are authorized or sanctioned by law and instituted in a court or a tribunal for the acquisition of rights or the enforcement of remedies. to stop the indirect take-over bid by Tarkett and seek an order compelling Tarkett to make an equivalent offer to all shareholders of Domco. We believe that the Sommer/Tarkett combination implies a value of $18.97 per Domco share, a 31.6% premium to the Domco market price on May 28, 1997. We have brought this matter to the attention of the Ontario and Quebec Securities Commissions and believe that you should take action as well. - Use the directors' control over access to Domco's information to ensure that Sommer/Tarkett treat the Domco minority shareholders fairly. Sommer and Tarkett should be denied access to Domco information (other than what is publicly disclosed) unless assurances are received that minority shareholders will be offered $23.00 per share. - Disqualify To deprive of eligibility or render unfit; to disable or incapacitate. To be disqualified is to be stripped of legal capacity. A wife would be disqualified as a juror in her husband's trial for murder due to the nature of their relationship. Sommer board representatives from participating in or voting in respect of any matter directly or indirectly related to our Offer. - Resign from the Board of Domco if Sommer does not take steps to ensure that the minority shareholders are offered $23.00 per share." In the letter, Lorch proposed to meet with the independent directors and their advisers "before you formulate your recommendations" and offered to meet with the Committee in Montreal or Toronto at its convenience. On June 18, Domco announced that its Special Committee would make its recommendation, "if any," by early July. According to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. securities laws, the Domco Board must respond to shareholders within 10 days of Armstrong's offer, or by June 26, but will have until July 7 to give its definitive response. Sommer/Tarkett Deal Abusive to Domco's Minority Shareholders "As we have stated previously," Lorch said, "we hope that the actions of the Special Committee will not be merely a formality. We believe that the committee has fiduciary duties Noun 1. fiduciary duty - the legal duty of a fiduciary to act in the best interests of the beneficiary legal duty - acts which the law requires be done or forborne to all of Domco's shareholders, including minority shareholders, to objectively and seriously consider our offer, and consider it in comparison to the Sommer/Tarkett transaction. "The Sommer/Tarkett proposed transaction ignores minority investors by exhibiting no intention to make any offer for their shares, and Domco investors could experience even further dilution if Sommer and Tarkett attempt to raise further funds from Domco as they have already indicated they may attempt to do. "In fact, on Monday, we filed an application with the Ontario and Quebec Securities Commissions informing them that it is our belief that the Sommer/Tarkett combination is an unlawful takeover of Domco and is abusive of minority shareholders, because Tarkett has not extended to all shareholders the premium offered Sommer for its Domco shares, as it is required under the law." Armstrong also noted that Domco's share price did not rise until Armstrong announced its offer, and that Sommer's share price has actually fallen since the Tarkett transaction was announced on May 28. On June 9, Armstrong announced its offer to pay $23.00 for all the shares of Domco, and officially launched its offer on June 16, which will expire on July 14 unless extended. On May 28, Domco's majority shareholder, Sommer Allibert S.A., and Tarkett AG announced their intention to merge their worldwide flooring businesses, without making any offer for Domco's minority shares, which are publicly traded. Armstrong is a global manufacturer and marketer of interior furnishings, including floor coverings and ceiling systems, with sales of US$2.156 billion in 1996. Note: all figures are in Canadian dollars Noun 1. Canadian dollar - the basic unit of money in Canada; "the Canadian dollar has the image of loon on one side of the coin" loonie dollar - the basic monetary unit in many countries; equal to 100 cents unless noted. CONTACT: Armstrong World Industries Inc. Cam Collova (Media Contact), 717/ 396-2169 or Armstrong World Industries Inc. Warren M. Posey A posey can be a flower bouquet. As a surname it is of French and English origins, originating and or derived from the greek word Desposyni. People whose surname is or was Posey include:
717/ 396-2216 or Kekst and Company Tom Daly Tom Daly can refer to:
or Kekst and Company David Kronfeld (Media Contact), 212/ 521-4800 or Idees/Dialogue Conseil Seth Goldschlager (In Europe), 33/ 1-44-43-72-42 or NATIONAL Public Relations public relations, activities and policies used to create public interest in a person, idea, product, institution, or business establishment. By its nature, public relations is devoted to serving particular interests by presenting them to the public in the most Ken Cavanagh (In Canada), 514/ 843-2386 |
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