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ElkCorp Says BMCA Agrees to Extend Expiration Date of Binding Offer to Acquire ElkCorp
DALLAS, Feb 02, 2007 (BUSINESS WIRE) -- ElkCorp (NYSE:ELK), a leading manufacturer of roofing and building products, today announced that Building Materials Corporation of America (BMCA), and certain of its affiliates, have agreed to extend the expiration date of their irrevocable and binding offer to acquire ElkCorp to February 12, 2007, from the previously agreed expiration date of February 6, 2007. BMCA agreed to the extension at the request of the Dallas County Court pending a hearing on a shareholder plaintiff action that will now be heard on February 9, 2007.
As previously announced, BMCA has offered to enter into an agreement by which an affiliate of BMCA would acquire all of the outstanding common stock of ElkCorp at a price of $43.50 per share. This offer is conditioned upon ElkCorp terminating its existing merger agreement with affiliates of The Carlyle Group. As a result of BMCA's offer, ElkCorp sent notice to Carlyle of ElkCorp's intention to terminate the Carlyle agreement. ElkCorp now has the right to terminate that agreement upon payment of a $29 million termination fee to Carlyle, but in light of the shareholder plaintiff action, ElkCorp has agreed not to pay the termination fee or terminate its agreement with Carlyle pending the February 9, 2007 court hearing.
Until these matters are resolved, ElkCorp is unable to accept BMCA's offer, and ElkCorp's current merger agreement with Carlyle, for Carlyle to acquire all of the outstanding common stock of ElkCorp at a price of $42.00 per share in cash in a tender offer and second-step merger, remains in effect.
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