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ElkCorp Board Recommends Rejection of BMCA Tender Offer.


In Negotiations With BMCA BMCA Building Materials Corporation of America
BMCA Black Mountain Center for the Arts (Black Mountain, NC)
BMCA Brain Motor Control Assessment
BMCA Big Mountain Commercial Association (Whitefish, MT) 
 Regarding Potential Acquisition of ElkCorp

DALLAS -- ElkCorp (NYSE NYSE

See: New York Stock Exchange
: ELK), a manufacturer of premium roofing and building products, today announced that its Board of Directors, on the recommendation of its Special Committee of independent, non-management directors and with the assistance of its legal and financial advisors, has recommended that the Company's shareholders reject the $40.00 per share cash tender offer from Building Materials Building materials used in the construction industry to create .

These categories of materials and products are used by and construction project managers to specify the materials and methods used for .
 Corporation of America ("BMCA"), which was submitted on December 20, 2006. The Board reached its determination based, among other factors, on its belief that the tender offer is excessively conditional, lacks appropriate financing and is potentially illusory. Complete information on the Board's recommendation can be found in the Company's Solicitation/Recommendation Statement on Schedule 14D-9 filed today with the Securities and Exchange Commission.

The Company noted, however, that it is in active negotiations with BMCA and its affiliate, Mr. Samuel Heyman, to develop a transaction that would merit recommendation to ElkCorp's shareholders. To this end, ElkCorp has been providing, and continues to provide, BMCA and Heyman Investments with access to the Company (including facilities, documents and personnel) to allow BMCA to conduct an extensive due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired.  investigation, including access to the information provided to Carlyle and other bidders, as well as additional information not previously made available to 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.
 or other bidders.

ElkCorp announced on December 18, 2006 that it has agreed to be acquired by an affiliate of Carlyle in an all-cash merger transaction in which ElkCorp shareholders would receive $38.00 in cash for each outstanding ElkCorp share. The Special Committee and the Board continue to recommend the Carlyle transaction at this time.

About ElkCorp

ElkCorp, through its subsidiaries, manufactures Elk-brand premium 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.

Forward Looking Statements. Statements made in this release, our website and in our other public filings and releases, which are not historical facts contain "forward-looking" statements (as defined in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995) that involve risks and uncertainties and are subject to change at any time. These forward-looking statements may include, but are not limited to, statements containing words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "may," "target" and similar expressions. Factors that could cause actual results to differ materially include, but are not limited to, the following: costs, litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
, an economic downturn or changes in the laws affecting our business in those markets in which we operate. There can be no assurance that a merger or other transaction will take place or will increase shareholder value. The forward-looking statements involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control. We caution investors that any forward-looking statements made by us are not guarantees of future performance. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments, except as required by law.

Additional Information and Where to Find It. In connection with the BMCA tender offer, ElkCorp has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the Securities and Exchange Commission (the "SEC"). In connection with the proposed merger with affiliates of The Carlyle Group, ElkCorp expects to file a proxy statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 with the SEC. Investors and security holders are strongly advised to read the Solicitation/Recommendation Statement because it contains important information about the BMCA tender offer. In addition, investors and security holders are strongly advised to read the proxy statement when it becomes available because it will contain important information about the proposed Carlyle merger. Free copies of materials filed by ElkCorp are available at the SEC's web site at www.sec.gov, or at the ElkCorp web site at www.elkcorp.com, and will also be available, without charge, by directing requests to ElkCorp, Investor Relations Investor relations

The process by which the corporation communicates with its investors.
, 14911 Quorum A majority of an entire body; e.g., a quorum of a legislative assembly.

A quorum is the minimum number of people who must be present to pass a law, make a judgment, or conduct business.
 Drive, Suite 600, Dallas, TX 75254-1491, telephone (972) 851-0472. ElkCorp and its directors, executive officers and other members of its management and employees may be deemed participants in the solicitation of proxies from its stockholders in connection with the proposed Carlyle merger. Information concerning the interests of ElkCorp's participants in the solicitation, which may, in some cases, be different than those of ElkCorp stockholders generally, is set forth in ElkCorp's proxy statements and Annual Reports on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
, previously filed with the SEC, and will be set forth in the proxy statement relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 the Carlyle merger when it becomes available.
COPYRIGHT 2007 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2007, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Jan 8, 2007
Words:771
Previous Article:IKON Confirms Expiration of Consent Solicitation.
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