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CertainTeed Corporation Completes Cash Tender Offer For Brunswick

  • Tuesday, 4th July 2000
  • Reading time: about 2 minutes

CertainTeed Corporation announced the successful completion of its tender offer for the outstanding shares of Brunswick Technologies, Inc. at a price of $8.50 per share, in cash. The offer expired at midnight, New York City time, on Thursday, June 29, 2000. As of the expiration of the initial offering period, based on preliminary information from the depositary for the offer, approximately 3,496,700 shares of BTI’s common stock had been validly tendered and not withdrawn pursuant to the offer. These shares, together with the 713,746 shares currently owned by Vetrotex CertainTeed Corporation, CertainTeed’s fiberglass reinforcements business, represent approximately 80% of BTI’s outstanding shares. CertainTeed has accepted for payment all validly tendered shares. Payment for the accepted shares will be made promptly through the depositary for the offer. CertainTeed will provide a subsequent offering period of ten business days for the BTI tender offer, during which shares of BTI that are validly tendered will be accepted as they are tendered and promptly paid for at the same price paid for shares purchased during the initial offering: $8.50 per share, in cash. Shares that are tendered during the subsequent offering period may not be withdrawn. Following the subsequent offering period, CertainTeed and BTI will proceed with their previously announced merger pursuant to which CertainTeed will acquire the remaining equity interest in BTI. As a result of the merger, each share of BTI common stock that was not tendered in the original tender offer or the subsequent offer period will be converted into the right to receive $8.50 in cash, without interest, subject to dissenters’ rights. If, as a result of the subsequent offer, CertainTeed beneficially owns at least 90% of BTI’s outstanding shares, no further shareholder action will be required to approve the merger, which would be completed by mid-August. If, as a result of the subsequent offer, CertainTeed beneficially owns less than 90% of BTI’s outstanding shares, a special meeting of shareholders will be called for the purpose of approving the merger. The required vote to effect such a merger is a simple majority. This vote is assured since CertainTeed currently owns more than 50% of BTI’s shares. The special meeting would be scheduled for early fall.

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