Blue Circle Offers $1.90 A Share to Acquire Needler Group Limited.TORONTO--(BUSINESS WIRE)--June 16, 1998--Blue Circle America Needler Group Limite(TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :NGL NGL - A dialect of IGL. ) Blue Circle America Inc. a subsidiary of Blue Circle Industries PLC, of London, England and Needler Group Limited (TSE - NGL) of Brantford, Ontario Brantford is a city located on the Grand River in southwestern Ontario, Canada. This single-tier municipality was once part of Brant County. announced today that an affiliate of Blue Circle America and Needler Group have entered into an agreement under which Blue Circle will offer to acquire all of the Needler Group common shares for $1.90 a share in cash. Mr. G.H. Christopher Needler, the Chairman of Needler Group, and certain other shareholders and members of senior management of Needler Group, who collectively hold approximately 64 percent of the Needler Group shares, have irrevocably agreed to deposit their shares under the offer. The Needler Group board of directors has determined unanimously that the transaction with Blue Circle is in the best interests of the Company and all of its shareholders and has recommended that the shareholders accept the offer. Nesbitt Burns Inc.Needler Group's financial advisors, have indicated that the offer price of $1.90 a share is fair, from a financial point of view, to the Needler Group shareholders. David Sterrett, the president and Chief Operating Officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. of Needler Group, stated, "We are pleased that the Company's efforts to maximize shareholder value have resulted in an offer to purchase the Company's shares at a price more than twice the trading price Trading price The price at which a security is currently selling. of the shares before we announced this initiative. We look forward to working with Blue Circle." Gary Gentles, President of Blue Circle America Inc. said today, "The proposed acquisition of Needler Group continues the implementation of our strategy to establish Blue Circle as one of the leading aggregates companies in Southern Ontario. In addition, Needler Group's complementary concrete and construction operations will enhance the company's overall competitive position in this attractive market area." The offer will be completed by way of a take-over bid and is conditional upon, among other things, at least 90 percent of the Needler Group shares being tendered to the offer. It is expected that the offer will be mailed to Needler Group shareholders by June 30, 1998 and that Blue Circle will pay for deposited shares in late July. If the offer is successful, Blue Circle intends to take the steps necessary to acquire a 100 percent interest in Needler Group. If all Needler Group shareholders accept the offer, the purchase price will be approximately $39 million. With Needler Group debt of approximately $26 million being assumed by Blue Circle, the total value of the transaction is approximately $65 million. Needler Group Limited, which operates commercially as "TCG (Trusted Computing Group, Beaverton, OR, www.trustedcomputinggroup.org) The successor to the Trusted Computer Platform Alliance (TCPA), announced in 2003 by founding members AMD, HP, IBM, Intel and Microsoft. Materials" and "TCG/Permacon", produces aggregate, asphalt and concrete products and provides construction services, operating principally in the Province of Ontario and the State of New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of . The Company also markets QPR QPR Queens Park Rangers (football club) QPR Quarterly Progress Report QPR Quadrature Partial Response QPR Quarterly Performance Review QPR Question, Persuade, Refer (suicide prevention program) 2000(r), a proprietary asphalt-based cold patch for road repair, worldwide. Blue Circle America Inc. is a wholly-owned subsidiary of Blue Circle Industries PLC, the international Heavy Building Materials, Heating and Bathrooms Group that is traded on the London Stock Exchange London Stock Exchange London marketplace for securities. It was formed in 1773 by a group of stockbrokers who had been doing business informally in local coffeehouses. . It is primarily engaged in the production and sale of cement, ready-mix concrete and concrete products and aggregates serving customers in 32 states and Ontario. Its Canadian affiliate, Blue Circle Canada Inc. manufacturers cement at plants located in Bowmanville and St. Marys, Ontario St. Marys is a town in southwestern Ontario, Canada. It is located on the River Thames southwest of Stratford in County of Perth. St. , operates ready-mix concrete and concrete products plants under the Blue Circle CBM CBM Commodore Business Machines CBM Coalbed Methane CBM Christoffel Blindenmission CBM Condition Based Maintenance CBM Confidence-Building Measures CBM Curriculum Based Measurement (education) CBM Cubic Meter name and has a strategic aggregates position in Southern Ontario through Blue Circle Aggregates Canada.
CONTACT: Blue Circle North America
Frederick J. Kemph, 770/423-4707
or
Colin M. Sutherland, 770/423-4798
or
Blue Circle Industries PLC
Sarah H. May, 44/171 245 8236
or
Needler Group Limited
David J. Sterrett,
or
Murray O. Mackey, 519/753-3408
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