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Carlyle Commences Tender Offer to Acquire ElkCorp.


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
 -- Global private equity firm The Carlyle Group The of this article or section may be compromised by "weasel words".
You can help Wikipedia by removing weasel words.

The Carlyle Group is a Washington, D.C.
 today announced that CGEA CGEA Community General Export Authorisation (UK)
CGEA Canadian Geothermal Energy Association
CGEA Compagnie des Grands Express AĆ©riens (Grand Express Air Company, France) 
 Holdings, Inc. ("Parent"), a wholly owned subsidiary Wholly Owned Subsidiary

A subsidiary whose parent company owns 100% of its common stock.

Notes:
In other words, the parent company owns the company outright and there are no minority owners.
 of Carlyle Partners IV, L.P., is commencing, through its wholly owned subsidiary CGEA Investor, Inc. ("Purchaser"), a cash tender offer to purchase all the outstanding shares of common stock, par value $1.00 per share (the "Shares"), of ElkCorp (NYSE NYSE

See: New York Stock Exchange
:ELK) (the "Company"), a Delaware corporation A Delaware corporation is a corporation chartered in the U.S. state of Delaware. Delaware is well known as a corporate haven, and thus, over 50% of US publicly-traded corporations and 58% of the Fortune 500 companies are incorporated in the state. , and the associated Series A Participating Preferred Stock Participating Preferred Stock

A type of preferred stock that, under certain conditions, gives holders the right to receive earnings payouts over and above the specified dividend rate.
 purchase rights (the "Rights") at a price of $40.50 per share net to the seller in cash (subject to applicable withholding taxes The amount legally deducted from an employee's wages or salary by the employer, who uses it to prepay the charges imposed by the government on the employee's yearly earnings. ), without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 18, 2007 (the "Offer to Purchase") and the related Letter of Transmittal Letter of Transmittal

A document used by security holder to accompany certificates surrendered in an exchange or other corporate action.
 (which together, as amended, supplemented or otherwise modified from time to time constitute the "Offer"). The Offer is being made in connection with the Amended and Restated Agreement and Plan of Merger, dated as of January 15, 2007, among Parent, Purchaser and the Company (the "Merger Agreement"), pursuant to which, after the completion of the Offer and the satisfaction or waiver of certain conditions, Purchaser will be merged with and into the Company and the Company will be the surviving corporation (the "Merger").

Parent and Purchaser today will file with the Securities and Exchange Commission a tender offer statement on Schedule TO setting forth in detail the terms of the Offer. The Company today will file with the Commission a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of the Company's board of directors that the Company's stockholders accept the Offer and tender their shares pursuant to the Offer to Purchase. As previously announced, the Company's board of directors, acting upon the unanimous recommendation of the special committee, unanimously (with two directors who are senior executives of the Company abstaining) recommended that the holders of the Shares accept the Offer and tender their shares pursuant to the Offer.

The Offer will expire at 12:00 midnight on February 14, 2007, unless extended in accordance with the Merger Agreement and the applicable rules and regulations of the Securities and Exchange Commission. The offer will be subject to customary conditions, including anti-trust and other regulatory clearances.

Merrill Lynch Merrill Lynch & Co., Inc. (NYSE: MER TYO: 8675 ), through its subsidiaries and affiliates, provides capital markets services, investment banking and advisory services, wealth management, asset management, insurance, banking and related products and services on a global basis.  & Co is acting as dealer-manager for the Offer. The Special Committee of the board of directors of the Company ("Special Committee") received an opinion, dated January 14, 2007, of Citigroup Global Markets Inc. ("Citigroup"), the Special Committee's financial advisor, to the effect that, as of the date of such opinion and based upon and subject to the factors and assumptions set forth in such opinion, the consideration to be received in the Offer and the Merger, taken together, by holders of Shares (other than Parent, Purchaser and their respective affiliates) was fair, from a financial point of view, to such holders, and the Company's board of directors received an opinion, dated January [14], 2007, of UBS UBS Union Bank of Switzerland
UBS United Bible Societies
UBS United Blood Services
UBS United Buying Service
UBS Used Bookstore
UBS University Business Services
UBS Universal Building Society (UK)
UBS Ulaanbaatar Broadcasting System
 Securities LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
 ("UBS"), the board of directors' financial advisor, to the effect that, as of the date of such opinion, and based upon and subject to the factors and assumptions set forth in such opinion, the consideration to be received in the Offer and the Merger, taken together by holders of Shares (other than Parent, Purchaser and their respective affiliates) was fair, from a financial point of view, to such holders. Debevoise & Plimpton LLP LLP - Lower Layer Protocol  is legal counsel to The Carlyle Group, and Wachtell, Lipton, Rosen & Katz is legal counsel to ElkCorp.

The description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of the Company. Parent and Purchaser, will file with the Securities and Exchange Commission a tender offer statement on Schedule TO, and will mail an offer to purchase, forms of letter of transmittal and related documents to the Company's stockholders. The Company will file with the Securities and Exchange Commission, and will mail to the Company's stockholders, a solicitation/recommendation statement on Schedule 14D-9. These documents contain important information about the Offer and stockholders of the Company are urged to read them carefully when they become available. Stockholders of the Company will be able to obtain a free copy of these documents (when they become available) at http://www.elk.com and the website maintained by the Securities and Exchange Commission at http://www.sec.gov/ or by contacting the information agent for the Offer, Innisfree M&A Incorporated at (212) 750-5833 or (888) 750-5834 (toll free).

Forward Looking Statements. This release contains some forward-looking statements as defined by the federal securities laws which are based on our current expectations and assumptions, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, projected or implied. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

About ElkCorp

ElkCorp, through its subsidiaries, manufactures Elk brand roofing and building products (90% of consolidated revenue) and provides technologically advanced products and services to other industries. Its common stock is listed on the New York Stock Exchange New York Stock Exchange (NYSE)

World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City.
 (NYSE:ELK). www.elkcorp.com

About The Carlyle Group

The Carlyle Group is a global private equity firm with $46.9 billion under management. Carlyle invests in buyouts, venture & growth capital, real estate and leveraged finance in Asia, Europe and 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. , focusing on aerospace & defense, automotive & transportation, consumer & retail, energy & power, healthcare, industrial, technology & business services and telecommunications & media. Since 1987, the firm has invested $24 billion of equity in 576 transactions for a total purchase price of $101.8 billion. The Carlyle Group employs more than 740 people in 16 countries. In the aggregate, Carlyle's portfolio companies have more than $68 billion in revenue and employ more than 200,000 people around the world. www.carlyle.com
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Copyright 2007, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Jan 18, 2007
Words:983
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