ElkCorp and BMCA Enter into Definitive Merger Agreement for Acquisition of ElkCorp at $43.50 Per Share.ElkCorp Terminates Previous Merger Agreement with 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. DALLAS -- ElkCorp (NYSE NYSE See: New York Stock Exchange :ELK), a leading manufacturer of roofing and building products, and 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) "), North America's largest roofing manufacturer, today announced that they have entered into a definitive agreement pursuant to which an affiliate of BMCA will amend its existing offer to acquire all of the outstanding common stock of ElkCorp for $43.50 per share in cash (the "Tender Offer"). Under the terms of the merger agreement, following completion of the Tender Offer, the parties will complete a second-step merger (the "Merger") in which all remaining outstanding shares will be cancelled and converted into $43.50 cash per share, without interest, or such higher amount as may be paid for shares in the tender offer. Consummation of the Tender Offer and the Merger are subject to customary closing conditions. The definitive agreement with affiliates of BMCA follows ElkCorp's termination of its previous merger agreement (the "Carlyle agreement") with affiliates of The Carlyle Group ("Carlyle"). The termination of the agreement with Carlyle follows notification from a shareholder plaintiff that it has withdrawn its pending motion in the Dallas County Court for a temporary injunction temporary injunction n. a court order prohibiting an action by a party to a lawsuit until there has been a trial or other court action. A temporary injunction differs from a "temporary restraining order" which is a short-term, stop-gap injunction issued pending a to prohibit the payment of the termination fee termination fee The one-time charge for terminating or transferring an individual retirement account. If a financial institution charges a termination fee, the fee must be spelled out in the original agreement that is signed when the account is opened. to Carlyle. The Tender Offer, which was due to expire at Midnight on February 14, 2007, will be extended to Midnight New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time on February 21, 2007, unless further extended in accordance with the terms of the merger agreement with BMCA and the applicable rules and regulations of the Securities and Exchange Commission. The $43.50 per share price values ElkCorp at approximately $1.12 billion, including the assumption of approximately $173 million of net debt, and represents a premium of approximately 73% over ElkCorp's closing share price on November 3, 2006, the last trading day Last Trading Day The final day that a futures or options contract may trade or be closed out before delivery of the underlying asset must occur. Notes: If the buying and selling parties do not arrange an alternate agreement, the physical commodity must be delivered from before ElkCorp announced that its Board of Directors and management were conducting a review of the Company's strategic alternatives. 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 Investment Bank is acting as financial advisor to ElkCorp. Citigroup Global Markets Inc. is financial advisor to the Special Committee of ElkCorp's board. Wachtell, Lipton, Rosen & Katz is legal advisor to ElkCorp and the Special Committee. BMCA received financing commitments from, Deutsche Bank AG, Bear, Stearns & Co. and J.P. Morgan Chase Bank NA. Willkie Farr & Gallagher LLP LLP - Lower Layer Protocol is legal advisor to BMCA. 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 BMCA Building Materials Corporation of America, which operates under the name of GAF Materials Corporation GAF Materials Corporation is a company based in Wayne, New Jersey that has roots dating back to the late 19th Century. The company has historically been primarily focused on manufacturing of roofing materials. , is an indirect subsidiary of G-I Holdings Inc. With annual sales in 2005 approximating $2.0 billion, BMCA is North America's largest manufacturer of residential and commercial roofing products and specialty building products. 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," "contemplate," "believe," "plan," "estimate," "expect," "intend," "may," "target," "look forward to" 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 the tender offer, merger or other any other transaction will be consummated, or if consummated, that it 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 or events. 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 to the extent required by law. Additional Information and Where to Find It. In connection with the tender offer by an affiliate of BMCA, ElkCorp has filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC and expects to file amendments thereto. In connection with the proposed merger with affiliates of BMCA, 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, if required by law. In connection with the tender offer by an affiliate of Carlyle, ElkCorp has filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC, and expects to file amendments thereto. Investors and security holders are strongly advised to read these documents (when they become available in the case of those not yet available) because they will contain important information about the tender offers and the proposed mergers. Free copies of materials which will be filed by ElkCorp will be available at the SEC's web site at www.sec.gov, or through our Information Agent, MacKenzie Partners, Inc., at 1-800-322-2885 and at tenderoffer@mackenziepartners.com, 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. ElkCorp and its directors, executive officers and other members of its management and employees may be deemed participants in the solicitation of tenders or proxies from its shareholders. Information concerning the interests of ElkCorp's participants in the solicitation 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 proxy statements relating to any merger, if one is required to be filed, and in any solicitation/recommendation statements on Schedule 14D-9 when they become available. THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SHARES OF ELKCORP COMMON STOCK. THE TENDER OFFER IS BEING MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. AND RELATED MATERIALS THAT BMCA ACQUISITION SUB INC. DISTRIBUTES TO ELKCORP'S STOCKHOLDERS AND FILES WITH THE SECURITIES AND EXCHANGE COMMISSION. STOCKHOLDERS SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER. STOCKHOLDERS MAY OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT ON SCHEDULE TO, THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER DOCUMENTS THAT BMCA ACQUISITION SUB INC. HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AT THE COMMISSION'S WEBSITE AT WWW.SEC.GOV. STOCKHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER |
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