Armstrong Reduces Minimum Condition on Domco Offer and Proposes to Purchase New Shares From Domco to Reach 51 Percent Threshold.LANCASTER, PENNSYLVANIA--(BUSINESS WIRE)--July 2, 1997-- ARMSTRONG (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. ) -Enables Domco Board to Deliver $23.00 Per Share Without Sommer Sommer is a surname, from the German and Danish word for the season "summer". It may refer to:
- Offer Extended to August 15 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 it is revising its offer for 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) to reduce its condition requiring a minimum of 66 2/3 percent of Domco's outstanding shares to be tendered into the offer to 51 percent (each on a fully diluted basis). This action was taken in connection with a letter to the Domco Board in which Armstrong proposed to subscribe for that number of new Domco shares at $23.00 per share which, when combined with those securities tendered by holders of Domco securities, would bring Armstrong to at least the 51 percent ownership threshold. Armstrong is also extending the expiration date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. of its offer to August 15, 1997. George A. Lorch, Chairman and Chief Executive Officer of Armstrong, said, "We have taken direct action today to emphasize the options available to the Domco Board of Directors. We note that the Domco Board has the power, if it chooses to exercise it, to issue without shareholder approval a sufficient number of new shares to Armstrong such that when added to shares we purchase in our offer would enable us to obtain at least 51 percent of the shares of Domco. This would assure that Domco securityholders can receive the $23.00 we offer, even if Sommer Allibert (which holds 57.1 percent, fully diluted, of Domco shares) continues to reject our offer. We appreciate the support our offer has received from Domco shareholders. If Domco shareholders communicate to the Special Committee and the Board of Domco that they want our $23.00 offer, the Board must seriously consider their views, and the fact that the Board can help achieve this outcome." Mr. Lorch added, "In our letter of June 25 to the Special Committee, we offered to meet with them to discuss our offer, and also outlined a list of positive actions that the Board could take, including actions which make it possible without the consent of Sommer Allibert to assure that shareholders receive $23.00. Today's announcement is a concrete illustration of these possibilities. "On June 27, we received a cryptic and legalistic le·gal·ism n. 1. Strict, literal adherence to the law or to a particular code, as of religion or morality. 2. A legal word, expression, or rule. answer to our letter, in which the Special Committee's willingness to meet with us was unclear. We have put a bona fide [Latin, In good faith.] Honest; genuine; actual; authentic; acting without the intention of defrauding. A bona fide purchaser is one who purchases property for a valuable consideration that is inducement for entering into a contract and without suspicion of being offer on the table and we think the Committee and the Board owe Domco shareholders a timely recommendation based upon a fully informed view. Hearing Armstrong's views would assist the Committee in discharging its mandate." On June 16, 1997, Armstrong commenced an all cash offer to purchase all of the outstanding securities of Domco providing for a purchase price of CDN (Content Delivery Network) A system of distributed content on a large intranet or the public Internet in which copies of content are replicated and cached throughout the network. $23.00 per Common Share; CDN $12.00 per Warrant, plus an additional amount, and CDN $2090.91 per CDN $1000 principal amount of Debentures, plus an additional amount. The additional amounts with respect to the Warrants and Debentures are intended to compensate holders for the early termination of their investment. A Notice of Change and Variation in respect of the offer will be mailed shortly to all registered shareholders of Domco securities. 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. CONTACT: Armstrong World Industries Inc. Cam Collova (Media), 717/396-2169 or Armstrong World Industries Inc. Warren M. Possey (Investor), 717/396-2216 or Kekst and Company Tom Daly (Media), 212/521-4800 or Kekst and Company David Kronfeld, 212/521-4800 or Idees/Dialogue Conseil Seth Goldschlager, 33/1-44-43-72-42 (France) or SEA Dewe Rogerson Bernhard Mcising, 49/211-5775-903 (Germany) 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, 514/843-2386 (Canada) |
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