ElkCorp Issues Statement.DALLAS -- ElkCorp (NYSE NYSE See: New York Stock Exchange :ELK), a manufacturer of premium roofing and building products, today confirmed it has received notice of an unsolicited cash tender offer to purchase all of ElkCorp's outstanding shares for $40 per share 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 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) ). The Board of Directors, consistent with its fiduciary duties and the Company's obligations under its existing merger agreement with The Carlyle Group You can help Wikipedia by removing weasel words. The Carlyle Group is a Washington, D.C. , will review the offer and make a recommendation to ElkCorp's shareholders. The Board urges ElkCorp's shareholders not to take any action with respect to the tender offer until the Board makes its recommendation. 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 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. Additional Information and Where to Find It. In connection with the tender offer, ElkCorp expects to file a solicitation/recommendation statement 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 these documents when they become available because they will contain important information about the tender offer and the proposed merger. Free copies of the solicitation/recommendation statement, proxy statement and other materials which will be filed by ElkCorp will be 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 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 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 the merger when it becomes available. |
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