Butler Board Reiterates Recommendation of BlueScope Merger.Business Editors KANSAS CITY Kansas City, two adjacent cities of the same name, one (1990 pop. 149,767), seat of Wyandotte co., NE Kansas (inc. 1859), the other (1990 pop. 435,146), Clay, Jackson, and Platte counties, NW Mo. (inc. 1850). , Miss.--(BUSINESS WIRE)--April 26, 2004 The Board of Directors of Butler Manufacturing Company ("Butler") remains dismayed that Robertson-Ceco Corporation ("RCC RCC - An extensible language. ") and its parent, The HEICO Companies, L.L.C., continue to communicate through press releases and have done nothing to address the issues clearly described in the Board's letter to Mr. Heisley dated April 23, 2004. Other than issuing additional press releases, RCC has made no attempts to improve the certainty of its highly contingent and conditional offer or provide additional information to Butler's Board. John Holland, Chairman and Chief Executive Officer of Butler, stated, "We did not receive any material from RCC over the weekend or today. RCC made no attempts to solidify so·lid·i·fy v. so·lid·i·fied, so·lid·i·fy·ing, so·lid·i·fies v.tr. 1. To make solid, compact, or hard. 2. To make strong or united. v.intr. or clarify its proposal. As such, the Board must continue its recommendation of the merger with BlueScope Steel BlueScope Steel is a flat product steel producer with operations in Australia, New Zealand, Asia, the Pacific and North America. It was "spun out" from BHP Billiton in 2002 as BHP Steel and renamed BlueScope Steel on 17 November 2003. Limited." In its most recent press release, RCC states that it will maintain its proposal to acquire Butler if stockholders do not approve the merger with BlueScope Steel Limited ("BlueScope"). In considering RCC's statements, Butler stockholders should be aware that RCC has made no legally binding commitment whatsoever to conclude the acquisition of Butler nor has RCC provided the Board with sufficient evidence that it has committed, unconditional HEIR, UNCONDITIONAL. A term used in the civil law, adopted by the Civil Code of Louisiana. Unconditional heirs are those who inherit without any reservation, or without making an inventory, whether their acceptance be express or tacit. Civ. Code of Lo. art. 878. UNCONDITIONAL. financing to fund the acquisition. The Board continues to recommend that Butler stockholders vote FOR the approval and adoption of the BlueScope merger. Additionally, Institutional Shareholder Services, one of the nation's leading independent proxy voting Proxy voting is the delegation to another member of a voting body of that member's power to vote in his absence. It is essentially synonymous to delegated voting. Proxy voting is commonly used in corporations for voting by members or shareholders, because it allows members advisors, continues to advise its clients to vote FOR the merger with BlueScope. Butler stockholders are scheduled to meet on Tuesday, April 27, to vote on the proposed BlueScope merger. Stockholders of record as of March 19 are eligible to vote at the meeting. Butler Manufacturing Company is the world's leading producer of pre-engineered building systems, a leading supplier of architectural aluminum systems and components, and provides construction and real estate services for the nonresidential construction market. BlueScope Steel, headquartered in Melbourne, Australia, is the largest steel producer in Australia and New Zealand New Zealand (zē`lənd), island country (2005 est. pop. 4,035,000), 104,454 sq mi (270,534 sq km), in the S Pacific Ocean, over 1,000 mi (1,600 km) SE of Australia. The capital is Wellington; the largest city and leading port is Auckland. . BlueScope Steel manufactures steel slab, hot and cold rolled coil, plate, tinplate and metallic painted Metallic paint, also called polychromatic or "metal flake" paint, is used on the majority of new automobiles sold. Metallic paint can reveal the contours of bodywork more than non-metallic, or "solid" paint, and appears brighter in dull conditions. and coated steel products such as the market-leading COLORBOND(R) and ZINCALUME(R) steel brands. Statements in this press release concerning the company's business outlook or future economic performance; anticipated profitability, revenues, expenses or other financial items, together with other statements that are not historical facts, are "forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. " as that term is defined under the Federal Securities Laws. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those stated in such statements. Such risks and uncertainties include, but are not limited to, industry cyclicality, fluctuations in customer demand and order pattern, the seasonal nature of the business, changes in pricing or other actions by competitors, and general economic conditions, as well as other risks detailed in the company's 2003 Annual Report to the Securities and Exchange Commission on page 4. |
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