DALLAS - On Feb. 12, Building Materials Corporation of America (BMCA) and ElkCorp. announced they had entered into a definitive merger agreement under which BMCA will acquire all of the outstanding common stock of ElkCorp for $43.50 per share in cash. The agreement with affiliates of BMCA followed ElkCorp’s termination of its previous merger agreement with affiliates of The Carlyle Group (Carlyle).
ElkCorp terminated its agreement with Carlyle upon notification that a shareholder plaintiff had withdrawn its pending motion in the Dallas County Court for a temporary injunction against ElkCorp. The shareholder plaintiff had sought to prohibit ElkCorp from paying a $29 million termination fee to Carlyle to dissolve their prior merger agreement. ElkCorp received notice of the withdrawal on Feb. 9 and announced the merger the following Monday, after the deadline for BMCA’s tender offer had been extended to midnight, Feb. 21. Prior to the shareholder plaintiff’s filing, ElkCorp had notified Carlyle of its intent to terminate their agreement. In response, Carlyle notified ElkCorp that it would not submit a revised proposal of said agreement.
The $43.50 per share paid by BMCA values ElkCorp at approximately $1.12 billion, including the assumption of approximately $173 million of net debt, and represents a premium of approximately 73 percent over ElkCorp’s closing share price on Nov. 3, 2006, the last trading day before ElkCorp announced that its board of directors and management were conducting a review of the company’s strategic alternatives.
For more information, call BMCA at 973-317-5960 or visit www.elkcorp.com.
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