CGW Southeast Partners IV Agrees to Buy Johnston Industries, Inc.; Plans $3 a Share Cash Tender Offer.Business Editors COLUMBUS, Ga.--(BUSINESS WIRE)--March 31, 2000 CGW CGW Computer Graphics World (magazine) CGW Computer Gaming World CGW Chicago Great Western CGW Corning Glass Works CGW Coated Groundwood (paper) CGW Communication Gateway Southeast Partners IV and Johnston Industries, Inc. (NYSE NYSE See: New York Stock Exchange : JII JII Journey Into Imagination (Disney ride) JII Joint Integration Interface JII Jupiter II (ship on "Lost In Space" TV series) ) today jointly announced the signing of a definitive purchase agreement whereby CGW will acquire up to 100 percent of the outstanding shares of Johnston common stock. The transaction will be structured as a cash tender offer. Pursuant to the agreement, CGW will pay $3.00 per share for each of the approximately 10.7 million outstanding shares of Johnston common stock. At the time the tender offer closes, CGW will also invest approximately $27.0 million in the company as a purchase of common and preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. . CGW expects to commence its cash tender offer for the Johnston shares on or about April 7, 2000. The transaction is expected to be completed within 90 days. The transaction is subject to receipt by CGW of at least a majority of Johnston common stock, which will include the direct purchase of shares by CGW, as well as customary regulatory approvals. As a result of the transaction, Johnston will become a subsidiary of CGW. Clark Ogle will remain as president and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Johnston Industries. CGW will maintain the corporate headquarters of Johnston in Columbus, Georgia Columbus is a city in Muscogee County, Georgia, United States. It is the primary city of the Columbus, Georgia Metropolitan Statistical Area, an MSA which encompasses all of Columbus, Georgia, Chattahoochee, Harris, Marion, and Muscogee counties, Georgia, and Russell County, , and intends to maintain and operate substantially all of Johnston's current manufacturing facilities. CGW, headquartered in Atlanta, Georgia, is a Delaware limited partnership organized to make strategic investments in distribution and manufacturing businesses throughout the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . Johnston Industries, Inc. manufactures and markets engineered textile products primarily for industrial and home furnishings end uses. One of its subsidiaries, Johnston Industries Composite Reinforcements Inc., makes Vectorply(R)and other sophisticated non-crimp multiaxial Mul`ti`ax´i`al a. 1. (Biol.) Having more than one axis; developing in more than a single line or plain; - opposed to monoaxial nt>. reinforcing fabrics from fiberglass, carbon and aramid fibers used in a wide variety of applications. This press release contains statements of a forward-looking nature regarding future events, including without limitation, statements regarding improvements in our order book, expected fourth quarter results and the effect of weaknesses in our markets. These statements are only predictions and actual events may differ materially as a result of risk factors, many of which are outside of our control, including: continued or increased weakness in one or more markets; our ability to sustain an increase in our upholstery substrate order book; our ability to control costs or to offset pricing competition with production efficiencies and economies of scale; and the loss of any key personnel at a time that replacements are not available on terms advantageous to the company. Please refer to documents that Johnston files from time to time with the Securities and Exchange Commission for a further discussion of certain factors that could cause actual results to differ materially from those contained in the 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. . |
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