ElkCorp (ELK) Said BMCA $43.50 Offer is Superior, Terminates Merger Agreement with Carlyle
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ElkCorp (NYSE: ELK) received an irrevocable, binding offer from Building Materials Corporation of America (BMCA) and certain of its affiliates to enter into an agreement by which one of these affiliates would acquire all of the outstanding common stock of ElkCorp at a price of $43.50 per share.
ElkCorp's Board of Directors, on the unanimous recommendation of its Special Committee of independent, non-management directors and with the assistance of its outside legal and financial advisors, has determined that BMCA's offer, which was negotiated between the parties, is a "Superior Proposal" within the meaning of ElkCorp's current agreement with affiliates of The Carlyle Group (Carlyle), pursuant to which an affiliate of Carlyle previously commenced a tender offer to acquire all of ElkCorp's shares of common stock for $42.00 per share in cash.
Accordingly, ElkCorp yesterday issued to Carlyle a notice of ElkCorp's intention to terminate the merger agreement between ElkCorp and Carlyle.
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