Saint-Gobain to Launch a Friendly Tender Offer for Chemfab

01 August 2000

The Boards of Directors of Chemfab Corporation and Norton Company, a U.S.-based subsidiary of Compagnie de Saint-Gobain, jointly announced the signing of a definitive agreement under which a subsidiary of Norton Company will begin a tender offer on August 2, 2000 to purchase all of the outstanding shares of Chemfab. This price represents a 42% premium over the last six months' average trading price. The value of the transaction is approximately $136 million to purchase Chemfab's shares and approximately $5 million to extinguish outstanding options, plus the assumption of approximately $30 million in net financial debt. Each of the Directors of Chemfab, including Mr. John Verbicky, President and Chief Executive Officer, has agreed to tender all of his shares of Chemfab common stock to Saint-Gobain in the tender offer. The Board of Directors of Chemfab has unanimously agreed to recommend that its shareholders accept the offer and tender their shares. The tender offer is scheduled to close on August 30, 2000, but may be extended by Saint-Gobain subject to certain conditions. Chemfab is a leader in the design, manufacture and marketing of polymer-based engineered products for use in specialized and severe service environments. The company's products are films, coated glass fabrics and adhesive tapes, which are based on glass fiber-reinforced and non-reinforced fluoropolymers, fluoroelastomers and silicone elastomers. These are sold into food processing, architectural, electrical, environmental, aerospace and other industrial businesses.

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