CertainTeed tenders 3.5 million Brunswick Tech. shares and signs agreement to purchase Celotex Roofing

CertainTeed Corp. completed its tender offer for the outstanding shares of Brunswick Technologies Inc. (BTIC) for US$ 8.50 a share in cash.
CertainTeed said in a press release that it tendered about …

CertainTeed Corp. completed its tender offer for the outstanding shares of Brunswick Technologies Inc. (BTIC) for US$ 8.50 a share in cash. CertainTeed said in a press release that it tendered about 3.5 million common shares of Brunswick Technologies in the offer, which has already expired. These shares, together with the 713,746 shares currently owned by Vetrotex CertainTeed Corp., CertainTeed“s fibre glass reinforcements business, represent about 80% of Brunswick Technologies outstanding shares. CertainTeed is a unit of Compagnie de Saint-Gobain. CertainTeed said a subsequent offering period for the Brunswick Technologies tender offer expires on July 14. Following this subsequent offering period, CertainTeed and Brunswick Technologies will proceed with their previously announced merger, under which each share of Brunswick Technologies not tendered in the original tender offer or the subsequent offer period will be converted into the right to receive US$ 8.50 in cash. If, as a result of the subsequent offer, CertainTeed beneficially owns at least 90% of Brunswick Technologies“ outstanding shares, no further shareholder action will be required to approve the merger, which would close by mid-August. If, as a result of the subsequent offer, CertainTeed owns less than 90% of Brunswick Technologies, a special meeting of shareholders will be called to approve the merger. The required vote to effect such a merger is a simple majority. CertainTeed said this vote is assured since it currently owns more than 50% of Brunswick Technologies. The special meeting would be scheduled for early autumn. Shares of Brunswick Technologies, a maker of reinforced fibre products, were recently trading at 8 7/16, down 1/32, or 0.4%, on Nasdaq volume of 132,100 shares. Average daily volume is 88,983 shares. CertainTeed, one of the leading building products manufacturers in North America, also announced that it has signed an asset purchase agreement to buy the roofing assets of Celotex Corporation of Tampa, Florida. Terms of the agreement were not disclosed. In the next few days, CertainTeed will file for approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The filing will begin a 30-day waiting period whereby the US government could request additional information or documents with respect to the proposed acquisition by CertainTeed. Subject to regulatory approval, closing of the sale is expected to occur in early August, 2000. As part of the asset purchase agreement, CertainTeed will acquire four asphalt shingle manufacturing plants located in Fremont, California; Los Angeles, California; Birmingham, Alabama; and Cincinnati, Ohio. The purchase will also include a fibre glass mat production plant in Russellville, Alabama, testing and laboratory equipment from the company“s St. Petersburg research and development centre, and the rights to all roofing product names as well as the Celotex name – for roofing only. Celotex Corporation is a manufacturer of building materials for domestic and international commercial and residential markets. In addition to roofing products, the company also manufactures rigid foam insulation, gypsum board, fibreboard sheathing and mineral ceiling tiles and panels for retail and commercial use. CertainTeed Corporation is a leading manufacturer of commercial and residential roofing products with 11 residential, two commercial, and three stand-alone granule facilities nationwide, as well as a clay tile subsidiary – Ludowici Roof Tile. In addition to roofing, CertainTeed Corporation manufactures other building materials, including fibre glass insulation; vinyl and fibre cement siding; vinyl windows, fencing and decking; ventilation products and piping products. CertainTeed“s headquarters are in Valley Forge, Pennsylvania and the company has approximately 7,000 employees and 45 manufacturing facilities throughout North America.

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