ElkCorp Issues Statement Regarding $43.50 BMCA Tender Offer
23 Januar 2007 - 8:59PM
Business Wire
ElkCorp (NYSE:ELK), a leading manufacturer of roofing and building
products, today confirmed that it has received notice that the
affiliate of Building Materials Corporation of America (BMCA) that
had previously commenced a cash tender offer to purchase all of
ElkCorp�s outstanding shares for $42.00 per share has increased its
tender offer price to $43.50 per share The Special Committee and
the Board of Directors of ElkCorp, consistent with their fiduciary
duties and the Company�s obligations under its existing merger
agreement with The Carlyle Group (Carlyle), will review the BMCA
tender offer and make a recommendation to ElkCorp�s shareholders.
The Board urges its shareholders not to take any action with
respect to the BMCA offer until the Board makes its recommendation.
As previously announced, ElkCorp is party to a merger agreement
with affiliates of The Carlyle Group, under which Carlyle commenced
a tender offer on January 18, 2007 to acquire all of ElkCorp�s
outstanding shares at a purchase price that, on January 22, 2007,
was increased to $42.00 per share. 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 (NYSE:ELK).
www.elkcorp.com Additional Information and Where to Find It. In
connection with the Carlyle 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 with the SEC, if required by law.
In connection with the tender offer by an affiliate of BMCA,
ElkCorp expects to file a solicitation/recommendation statement on
Schedule 14D-9 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 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, 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 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, previously filed with the SEC, and will be set forth in a
proxy statement relating to the merger, if one is required to be
filed, and in the solicitation/recommendation statements on
Schedule 14D-9 when they become available.
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