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[October 2007]
Carmeuse to Acquire Oglebay Norton
Carmeuse North America (Pittsburgh, PA, USA), a wholly owned subsidiary of Carmeuse Group (Louvain-La-Neuve, Belgium), and Oglebay Norton Co (Cleveland, OH, USA) have just announced that they have entered into a definitive agreement under which Carmeuse will acquire all of the outstanding shares of Oglebay Norton for US$36.00 per share in cash.
The transaction, which is expected to close by the end of the year, is subject to, among other things, the expiration or termination of the Hart-Scott-Rodino Act waiting period and approval by Oglebay Norton shareholders. The Special Committee of Oglebay Norton's Board of Directors has approved the merger agreement and unanimously recommends that all Oglebay Norton shareholders vote in favour of the transaction.
The merger agreement contains a customary provision allowing the Oglebay Norton Board of Directors or the Special Committee to terminate the merger agreement in the event it receives another offer to purchase Oglebay Norton on terms more favourable to its shareholders than those contained in the merger agreement.
"Oglebay Norton is a strong company with world-class assets and outstanding employees who we are proud to welcome to the Carmeuse family," said Thomas Buck, President and CEO of Carmeuse North America. "By combining the resources of our well-established companies, we will be better equipped to serve the needs of today's increasingly competitive and dynamic marketplace. This acquisition provides a high level of market diversity for Carmeuse. In particular, Oglebay Norton's considerable limestone business provides us with added resources to serve the rapidly growing Flue Gas Desulfurization (FGD) market, in which Carmeuse has a high level of technical expertise. We look forward to a quick completion of this transaction and to the seamless integration of our operations."
"This transaction with Carmeuse provides meaningful and immediate cash value to all of our shareholders," said Michael Lundin, President and CEO of Oglebay Norton. "It is the culmination of the comprehensive strategic alternatives review process that was conducted by the Special Committee of our Board, together with the Company's financial and legal advisors, and validates our disciplined and deliberate approach to this process.
"We are proud of the significant progress we have made at restructuring Oglebay Norton, enhancing the Company's financial flexibility and capitalizing on our strong competitive position in minerals and aggregates. Carmeuse, a global leader in lime with a proven track record of success in acquiring and building companies, is the right partner for Oglebay Norton at the right time. We look forward to working closely with the Carmeuse team to deliver to our customers the many benefits inherent in this strategic combination. The ongoing efforts of our talented employees are key to Oglebay Norton's success. I thank them for their continued hard work and dedication."
ENDS