Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(Including the Associated Rights to Purchase Preferred Stock)
of
Brunswick Technologies, Inc.
at
$8.00 Net Per Share
by
VA Acquisition Corporation
an indirect wholly owned subsidiary of
CertainTeed Corporation
an indirect wholly owned subsidiary of
Compagnie de Saint-Gobain
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, MAY 17, 2000, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER OF
SHARES OF COMMON STOCK WITH A PAR VALUE OF $0.0001 PER SHARE (INCLUDING THE
ASSOCIATED RIGHTS TO PURCHASE PREFERRED STOCK) (THE "RIGHTS" AND, COLLECTIVELY
WITH THE COMMON STOCK, THE "SHARES") OF BRUNSWICK TECHNOLOGIES, INC. (THE
"COMPANY") WHICH, TOGETHER WITH THE SHARES THEN OWNED BY VA ACQUISITION
CORPORATION ("PURCHASER"), CERTAINTEED CORPORATION ("PARENT"), COMPAGNIE DE
SAINT-GOBAIN ("SAINT-GOBAIN"), AND AFFILIATES OF THESE COMPANIES, WOULD
REPRESENT AT LEAST A MAJORITY OF THE TOTAL NUMBER OF OUTSTANDING SHARES ON A
FULLY DILUTED BASIS (INCLUDING THE EXERCISE OF ALL OUTSTANDING OPTIONS) (THE
"MINIMUM CONDITION"). AN AFFILIATE OF PARENT, VETROTEX CERTAINTEED CORPORATION
("VETROTEX"), CURRENTLY OWNS APPROXIMATELY FOURTEEN PERCENT (14%) OF THE
OUTSTANDING SHARES.
----------------
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone
numbers set forth on the back cover of this Offer to Purchase. Additional
copies of this Offer to Purchase, the Letter of Transmittal and the Notice of
Guaranteed Delivery may also be obtained from the Information Agent, brokers,
dealers, commercial banks or trust companies.
----------------
The Dealer Manager for the Offer is:
Lehman Brothers
April 20, 2000
IMPORTANT
If you wish to tender all or any portion of your Shares, you must take the
steps set forth in either (i) or (ii) below prior to the expiration date of the
tender offer, which is May 17, 2000 (unless later extended):
(i) (a) complete and sign the Letter of Transmittal (or a facsimile
thereof) in accordance with the instructions in the Letter of Transmittal,
have your signature thereon guaranteed if required by Instruction 1 to the
Letter of Transmittal, deliver the Letter of Transmittal (or such
facsimile), or, in the case of a book-entry transfer effected pursuant to
the procedures set forth in Section 3, an Agent's Message, and any other
required documents to the Depositary; and
(b) deliver the certificates for such Shares to the Depositary along
with the Letter of Transmittal (or facsimile), or deliver such Shares
pursuant to the procedures for book-entry transfer set forth in Section 3;
or
(ii) request your broker, dealer, commercial bank, trust company or
other nominee to effect the transaction for you.
If you have Shares registered in the name of a broker, dealer, commercial
bank, trust company or other nominee, you must contact such broker, dealer,
commercial bank, trust company or other nominee if you desire to tender your
Shares.
The Rights are presently evidenced by the certificates for the Common Stock,
and a tender by you of your Shares will also constitute a tender of the
associated Rights.
If you wish to tender Shares and your certificates for Shares are not
immediately available or the procedure for book-entry transfer cannot be
completed on a timely basis, or time will not permit all required documents to
reach the Depositary prior to the expiration date of the tender offer, your
tender may be effected by following the procedure for guaranteed delivery set
forth in Section 3.
Questions and requests for assistance or for additional copies of this Offer
to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery
may be directed to Innisfree M&A Incorporated (the "Information Agent") or to
Lehman Brothers Inc. (the "Dealer Manager") at their respective addresses and
telephone numbers set forth on the back cover of this Offer to Purchase.
i
TABLE OF CONTENTS
Page
----
SUMMARY OF THE OFFER................................................... iii
INTRODUCTION........................................................... 1
1. Terms of the Offer; Expiration Date.............................. 2
2. Acceptance for Payment and Payment............................... 3
3. Procedure for Accepting the Offer and Tendering Shares........... 4
4. Withdrawal Rights................................................ 6
5. Certain Tax Considerations....................................... 7
6. Price Range of Shares; Dividends................................. 7
7. Certain Information Concerning the Company....................... 8
8. Certain Information Concerning Purchaser, Parent and Saint-
Gobain........................................................... 12
9. Source and Amount of Funds....................................... 15
10. Background of the Offer; Past Contacts, Transactions or
Negotiations with the Company.................................... 15
11. Purpose of the Offer; Plans for the Company...................... 24
12. Effect of the Offer on the Market for the Shares; Stock Exchange
Listing; Registration under the Exchange Act..................... 25
13. Dividends and Distributions...................................... 26
14. Extension of Tender Period; Termination; Amendment............... 27
15. Certain Conditions of the Offer.................................. 28
16. Certain Legal Matters; Regulatory Approvals...................... 30
17. Fees and Expenses................................................ 33
18. Miscellaneous.................................................... 34
SCHEDULE I--DIRECTORS AND EXECUTIVE OFFICERS........................... S-1
ii
SUMMARY OF THE OFFER
Principal Terms
- CertainTeed Corporation, an indirect wholly owned subsidiary of Compagnie
de Saint-Gobain, through its indirect wholly owned subsidiary, VA
Acquisition Corporation, is offering to buy all outstanding shares of
Brunswick Technologies, Inc.'s common stock and the associated rights to
purchase Brunswick Technologies, Inc.'s preferred stock. The tender price
is $8.00 per share in cash. Tendering shareholders will not have to pay
brokerage fees or commissions.
- The offer is the first step in our plan to acquire all of the outstanding
Brunswick Technologies, Inc. shares. We intend, promptly after completion
of the offer, to seek to have Brunswick Technologies, Inc. consummate a
merger with VA Acquisition Corporation in which each remaining Brunswick
Technologies, Inc. share (except for shares owned by Brunswick
Technologies, Inc. or by VA Acquisition Corporation and its affiliates or
by shareholders who are entitled to and who perfect their dissenters'
rights under Maine law) would be converted into $8.00 in cash. Brunswick
Technologies, Inc.'s shareholders whose shares are not purchased in the
offer have dissenters' rights in connection with the merger.
- The offer will expire at 12:00 midnight, New York City time, on
Wednesday, May 17, 2000, unless we extend the offer.
- If we decide to extend the offer, we will issue a press release giving
the new expiration date no later than 9:00 a.m., New York City time, on
Thursday, May 18, 2000.
Conditions
We are not required to complete the offer and purchase any of Brunswick
Technologies, Inc.'s shares unless:
- at least a majority of the total number of outstanding Brunswick
Technologies, Inc. shares (including the shares currently owned by an
affiliate of CertainTeed Corporation) on a fully diluted basis (including
the exercise of all outstanding options) are validly tendered and not
withdrawn prior to the expiration of the offer;
- we receive applicable U.S. antitrust clearance for the offer;
- we are satisfied, in our sole discretion, that Section 611-A of the Maine
Business Corporation Act is inapplicable to our acquisition of Brunswick
Technologies, Inc.'s shares and any subsequent business transaction
involving us and Brunswick Technologies, Inc., including the merger we
intend to consummate after completion of the offer; and
- Brunswick Technologies, Inc.'s associated rights to purchase preferred
stock are redeemed by the Brunswick Technologies, Inc. board of directors
or we are satisfied, in our sole discretion, that the rights are
inapplicable to the offer and any subsequent business transaction
involving us and Brunswick Technologies, Inc., including the proposed
merger.
Other conditions to the offer are described at pages 28 through 30.
The offer is not conditioned on our obtaining financing.
Procedures for Tendering
If you wish to accept the offer, this is what you must do:
- If you are a record holder (i.e., a stock certificate has been issued to
you), you must complete and sign the enclosed letter of transmittal and
send it with your stock certificate to the depositary for the offer or
iii
follow the procedures described in this document for book-entry transfer.
These materials must reach the depositary before the offer expires.
Detailed instructions are contained in the letter of transmittal and on
pages 4 through 6 of this document.
- If you are a record holder but your stock certificate is not available or
you cannot deliver it to the depositary before the offer expires or you
are unable to comply with the book-entry transfer procedures, you may be
able to tender your Brunswick Technologies, Inc. shares using the
enclosed notice of guaranteed delivery. Please call our information
agent, Innisfree M&A Incorporated, at (212) 750-5833 (call collect) or
(888) 750-5834 (toll free) for assistance. See pages 5 through 6 for
further details.
- If you hold your Brunswick Technologies, Inc. shares through a broker or
bank, you should contact your broker or bank and give instructions that
your Brunswick Technologies, Inc. shares be tendered.
Withdrawal Rights
- If, after tendering your Brunswick Technologies, Inc. shares in the
offer, you decide that you do NOT want to accept the offer, you can
withdraw your shares by instructing the depositary before the offer
expires. If you tendered your shares by giving instructions to a broker
or bank, you must instruct the broker or bank to arrange for the
withdrawal of your shares. See page 7 for further details. Shares not
withdrawn prior to the date the offer expires cannot be withdrawn until
after June 18, 2000.
Subsequent Offering Period
- After the expiration of the offer, if the conditions have been satisfied
or waived but less than 100% of Brunswick Technologies, Inc. shares have
been tendered, we may give Brunswick Technologies, Inc. shareholders who
have not already tendered their shares under the offer another
opportunity to tender their shares at the same price in a subsequent
offering period.
- Any subsequent offering period will begin on the day we announce that we
have purchased Brunswick Technologies, Inc. shares in the offer and will
last between 3 and 20 business days. We may extend the subsequent
offering period, but it will not last more than 20 business days in
total.
- There will be no withdrawal rights in the subsequent offering period.
Recent Brunswick Technologies, Inc. Trading Prices; Subsequent Trading
- The closing price for Brunswick Technologies, Inc. shares was $5.50 on
April 14, 2000, the last trading day before we announced our proposal to
acquire Brunswick Technologies, Inc. Before deciding whether to tender
your shares, you should obtain a current market quotation for Brunswick
Technologies, Inc. shares.
- If the offer is successful, the Brunswick Technologies, Inc. shares may
continue to be traded on The Nasdaq Stock Market until the completion of
the proposed merger, although we expect trading volume to be below its
pre-offer level.
Further Information
- If you have any questions about the offer, you can call:
Our Information Agent:
Innisfree M&A Incorporated
Call Collect:(212) 750-5833
Toll Free:(888) 750-5834
Our Dealer Manager:
Lehman Brothers Inc.
Call Collect:(212) 526-3444
iv
To: All Holders of Shares of Common Stock of Brunswick Technologies, Inc.
INTRODUCTION
VA Acquisition Corporation, a Maine corporation ("Purchaser") and an
indirect wholly owned subsidiary of CertainTeed Corporation, a Delaware
corporation ("Parent"), which is an indirect wholly owned subsidiary of
Compagnie de Saint-Gobain, a French corporation ("Saint-Gobain"), hereby offers
to purchase all of the outstanding shares of common stock (the "Common Stock")
with a par value of $0.0001 per share, including the associated rights to
purchase preferred stock (the "Rights") issued pursuant to that certain Rights
Agreement, dated April 17, 2000, between Brunswick Technologies, Inc., a Maine
corporation (the "Company"), and State Street Bank and Trust Company (the
"Rights Agreement") (the Common Stock and the Rights are collectively referred
to herein as the "Shares"), of the Company, at $8.00 per Share (such price, or
such higher price per Share as may be paid in the Offer (as defined below),
being referred to herein as the "Offer Price"), net to the seller in cash, upon
the terms and subject to the conditions set forth in this Offer to Purchase and
in the related Letter of Transmittal (which together constitute the "Offer").
Tendering shareholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, transfer taxes on the purchase of Shares pursuant to the Offer.
Purchaser will pay all charges and expenses of Lehman Brothers Inc. (the
"Dealer Manager" or "Lehman Brothers"), ChaseMellon Shareholder Services,
L.L.C. (the "Depositary") and Innisfree M&A Incorporated (the "Information
Agent") incurred in connection with the Offer. See Section 17.
The Offer is conditioned upon, among other things: (a) there having been
validly tendered and not withdrawn prior to the Expiration Date (as defined in
Section 1 below) a number of Shares which, together with Shares then owned by
Purchaser, Parent, Saint-Gobain and Vetrotex CertainTeed Corporation, an
affiliate of Parent ("Vetrotex"), would represent at least a majority of the
total number of outstanding Shares on a fully diluted basis (including the
exercise of all outstanding options) (the "Minimum Condition"); (b)
satisfaction by the Purchaser, in its sole discretion, that Section 611-A of
the Maine Business Corporation Act ("MBCA") is inapplicable to the Offer and
any subsequent business transaction involving Purchaser, Parent, Saint-Gobain
or their affiliates and the Company, including the Merger (as defined below);
(c) any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (the "HSR Act"), having expired or been terminated; and (d)
the Company's Rights having been redeemed by the Company's Board of Directors
or Purchaser being satisfied, in its sole discretion, that the Rights are
inapplicable to the Offer and any subsequent business transaction involving
Purchaser, Parent, Saint-Gobain or their affiliates and the Company, including
the Merger.
According to the Company, as of March 24, 2000, there were outstanding
5,230,823 Shares and, as of December 31, 1999, there were stock options
outstanding to purchase an aggregate of 615,427 Shares. In addition, based on
the Company's most recent proxy statement, it appears that since December 31,
1999, 228,333 additional stock options have been issued. Vetrotex currently
owns 713,746 Shares. Based on these figures and assuming the exercise of all
outstanding stock options, Purchaser estimates that the Minimum Condition would
be satisfied if approximately 2,323,550 Shares are validly tendered pursuant to
the Offer and not withdrawn.
The purpose of the Offer is to acquire for cash as many outstanding Shares
as possible as a first step in acquiring the entire equity interest in the
Company. In the event the Minimum Condition is not satisfied on any scheduled
Expiration Date of the Offer, Purchaser may extend the Offer.
Following the successful completion of the Offer, Purchaser plans to acquire
the remaining outstanding Shares through a merger (the "Merger") with the
Company. Under Section 904 of the MBCA (and assuming that Section 611-A of the
MBCA is inapplicable), if Purchaser acquires, pursuant to the Offer or
otherwise, at least 90% of the Shares then outstanding, it will be able to
effect the Merger without a vote of the shareholders. If, pursuant to the Offer
or otherwise, Purchaser does not acquire Shares that, taken together with
Shares owned by Purchaser, Parent, Saint-Gobain and their affiliates, represent
at least 90% of the Shares then outstanding as of
any scheduled Expiration Date of the Offer, then Purchaser and Parent would
thereafter solicit the approval of the Merger by a vote of the shareholders of
the Company. Under such circumstances, a longer period of time will be required
to effect the Merger. For a description of the provisions of the MBCA as it
relates to this transaction, see Sections 11 and 15.
THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION AND SHOULD BE READ IN THEIR ENTIRETY BEFORE ANY DECISION
IS MADE WITH RESPECT TO THE OFFER.
1. Terms of the Offer; Expiration Date. Upon the terms and subject to the
conditions of the Offer (including if the Offer is extended or amended, the
terms and conditions of any such extension or amendment), Purchaser will accept
for payment and pay for all Shares validly tendered on or prior to the
Expiration Date (as defined below) and not properly withdrawn as permitted by
Section 4. The term "Expiration Date" means 12:00 midnight, New York City time,
on Wednesday, May 17, 2000, unless and until Purchaser extends the period of
time during which the Offer is open, in which event the term "Expiration Date"
will mean the latest time and date at which the Offer, as so extended by
Purchaser, will expire.
The Offer is subject to certain conditions set forth in Section 15,
including satisfaction of the Minimum Condition, inapplicability of Section
611-A of the MBCA, redemption or other inapplicability of the Rights, and
expiration or termination of the waiting period applicable to Purchaser's
acquisition of Shares pursuant to the Offer under the HSR Act.
If, at the scheduled or extended Expiration Date, any of the conditions to
the Offer shall not have been satisfied or waived, Purchaser will have the
right to extend the Offer until such conditions are satisfied or waived or for
any period required by any rule, regulation, interpretation or position of the
Securities and Exchange Commission (the "Commission") or the staff thereof
applicable to the Offer or for any period required by applicable law. If all of
the conditions to the Offer are not satisfied or waived on any scheduled
Expiration Date, Purchaser may extend the Offer until such conditions are
satisfied or waived, particularly if such conditions are reasonably capable of
being satisfied as of such scheduled Expiration Date.
In addition to Purchaser's rights to extend and amend the Offer, Purchaser
(i) will not be required to accept for payment or, subject to any applicable
rules and regulations of the Commission, pay for, and may delay the acceptance
for payment of, or payment for, any tendered Shares and (ii) may terminate the
Offer or amend the Offer as to any Shares not then paid for, if any of the
conditions specified in Section 15 exists. Purchaser acknowledges that (a) Rule
14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires Purchaser to pay the consideration offered or return the Shares
tendered promptly after the termination or withdrawal of the Offer and (b)
Purchaser may not delay acceptance for payment of, or payment for (except as
provided in clause (i) of the first sentence of this paragraph), any Shares
upon the occurrence of any of the conditions specified in Section 15 without
extending the period of time during which the Offer is open.
Purchaser is required to give oral or written notice of any extension,
delay, termination or amendment of the Offer to the Depositary. Any such
extension, delay, termination or amendment will also be followed as promptly as
practicable by public announcement thereof, such announcement in the case of an
extension to be made no later than 9:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Date. Subject to
applicable law (including Rules 14d-4(d) and 14d-6(c) under the Exchange Act,
which require that material changes be promptly disseminated to shareholders in
a manner reasonably designed to inform them of such changes) and without
limiting the manner in which Purchaser may choose to make any public
announcement, Purchaser will have no obligation to publish, advertise or
otherwise communicate any such public announcement other than by issuing a
press release to the Dow Jones News Service.
If Purchaser makes a material change in the terms of the Offer or the
information concerning the Offer, or if it waives a material condition of the
Offer, Purchaser will extend the Offer to the extent required by Rules 14d-
4(d), 14d-6(c) or 14e-1(d) under the Exchange Act.
2
If, prior to the Expiration Date, Purchaser should decide to increase or
decrease the number of Shares being sought or to increase or decrease the Offer
Price, such increase or decrease in the number of Shares being sought or such
increase or decrease in the Offer Price will be applicable to all shareholders
whose Shares are accepted for payment pursuant to the Offer. If at the time
notice of any such increase or decrease in the number of Shares being sought or
such increase or decrease in the Offer Price is first published, sent or given
to holders of such Shares, the Offer is scheduled to expire at any time earlier
than the period ending on the tenth business day from and including the date
that such notice is first so published, sent or given, the Offer will be
extended at least until the expiration of such ten business day period. For
purposes of the Offer, a "business day" means any day, other than a Saturday,
Sunday or a federal holiday, and consists of the time period from 12:01 a.m.
through midnight, New York City time.
Under no circumstances will interest on the Offer Price for the Shares be
paid, regardless of any extension of the Offer or delay in making such payment.
During any extension of the Offer, all Shares previously tendered and not
withdrawn will remain tendered pursuant to the Offer, subject to the rights of
a tendering shareholder to withdraw his or her Shares. See Section 4.
Purchaser has made requests to the Company, pursuant to Maine statutory and
common law and under Rule 14d-5 under the Exchange Act, for use of the
Company's shareholder list and security position listings for purposes of
disseminating the Offer to holders of Shares. This Offer to Purchase and the
related Letter of Transmittal will be mailed to record holders and to non-
objecting beneficial owners of Shares and will be furnished to brokers, banks
and similar persons whose names, or the names of whose nominees, appear on the
shareholder list or, if applicable, who are listed as participants in a
clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.
Purchaser reserves the right (but is not obligated), in accordance with the
applicable rules and regulations of the Commission, to provide a subsequent
offering period of 3 business days to 20 business days after the expiration of
the initial offering period of the Offer and the purchase of Shares tendered in
the Offer. A subsequent offering period would give shareholders that do not
tender their Shares in the initial offering period of the Offer another
opportunity to tender their Shares and receive the same price as in the Offer.
2. Acceptance for Payment and Payment. Upon the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment), Purchaser will accept
for payment, and will pay for, all Shares validly tendered on or prior to the
Expiration Date and not properly withdrawn as soon as practicable after
Purchaser is legally permitted to do so under applicable law. The obligation of
Purchaser to consummate the Offer and to accept for payment, and to pay for,
all Shares validly tendered and not properly withdrawn will be subject to the
satisfaction of the Minimum Condition and the satisfaction or waiver of the
other conditions to the Offer set forth in Section 15. Subject to the
applicable rules and regulations of the Commission, Purchaser expressly
reserves the right to delay acceptance for payment of, or payment for, Shares
pending receipt of any regulatory approvals specified in Section 16 or in order
to comply in whole or in part with any other applicable law.
For purposes of the Offer, Purchaser shall be deemed to have accepted for
payment tendered Shares when, as and if Purchaser gives oral or written notice
to the Depositary of its acceptance of the tenders of such Shares. Payment for
Shares accepted for payment pursuant to the Offer will be made by deposit of
the purchase price with the Depositary, which will act as agent for the
tendering shareholders for the purpose of receiving payments from Purchaser and
transmitting such payments to tendering shareholders. In all cases, payment for
Shares accepted for payment pursuant to the Offer will be made only after
timely receipt by the Depositary of certificates for such Shares (or of a
confirmation of a book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility (as defined in Section 3)), a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) and any other required documents. Accordingly, payment may be made to
tendering shareholders at different times if delivery of the Shares and other
required documents occur at different times. For a description of the procedure
for tendering Shares pursuant to the Offer, see Section 3.
3
UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID BY PURCHASER ON THE
CONSIDERATION PAID FOR SHARES PURSUANT TO THE OFFER, REGARDLESS OF ANY DELAY IN
MAKING SUCH PAYMENT.
IF, PRIOR TO THE EXPIRATION DATE, PURCHASER AND PARENT INCREASE THE PRICE
OFFERED TO HOLDERS OF SHARES IN THE OFFER, PURCHASER AND PARENT WILL PAY THE
INCREASED PRICE TO ALL HOLDERS OF SHARES THAT PURCHASER AND PARENT PURCHASE IN
THE OFFER OR THROUGH THE SUBSEQUENT MERGER, WHETHER OR NOT THE SHARES WERE
TENDERED BEFORE THE INCREASE IN PRICE.
Purchaser and Parent reserve the right to transfer or assign to one or more
of their subsidiaries or affiliates in whole or from time to time in part the
right to purchase all or any portion of the Shares tendered in the Offer, but
any such transfer or assignment will not relieve Purchaser and Parent of their
obligations under the Offer or prejudice a shareholder's right to receive
payment for Shares validly tendered and accepted for payment in the Offer.
If any tendered Shares are not purchased pursuant to the Offer for any
reason, or if certificates are submitted for more Shares than are tendered,
certificates for such unpurchased or untendered Shares will be returned (or, in
the case of Shares tendered by book-entry transfer, such Shares will be
credited to an account maintained at the Book-Entry Transfer Facility), without
expense to the tendering shareholder, as promptly as practicable following the
expiration or termination of the Offer.
3. Procedure for Accepting the Offer and Tendering Shares. To tender Shares
pursuant to the Offer, either (a) a properly completed and duly executed Letter
of Transmittal (or facsimile thereof) and any other documents required by the
Letter of Transmittal must be received by the Depositary at one of its
addresses set forth on the back cover of this Offer to Purchase and either (i)
certificates for the Shares to be tendered must be received by the Depositary
at one of such addresses or (ii) such Shares must be delivered pursuant to the
procedures for book-entry transfer described below (and a confirmation of such
delivery received by the Depositary including an Agent's Message (as defined
below) if the tendering shareholder has not delivered a Letter of Transmittal),
in each case by the Expiration Date, or (b) the guaranteed delivery procedure
described below must be complied with. The term "Agent's Message" means a
message, transmitted by the Book-Entry Transfer Facility (as hereinafter
defined) to and received by the Depositary and forming a part of a book-entry
confirmation which states that such Book-Entry Transfer Facility has received
an express acknowledgment from the participant in such Book-Entry Transfer
Facility tendering the Shares which are the subject of such book-entry
confirmation, that such participant has received and agrees to be bound by the
terms of the Letter of Transmittal, and that Purchaser may enforce such
agreement against such participant.
Book-Entry Delivery. The Depositary will establish an account with respect
to the Shares at The Depository Trust Company (the "Book-Entry Transfer
Facility") for purposes of the Offer, and any financial institution that is a
participant in the system of the Book-Entry Transfer Facility may make a book-
entry delivery of Shares by causing such Book-Entry Transfer Facility to
transfer such Shares into the Depositary's account in accordance with the
procedures of such Book-Entry Transfer Facility. However, although delivery of
Shares may be effected through book-entry transfer at the Book-Entry Transfer
Facility, the Letter of Transmittal (or facsimile thereof) properly completed
and duly executed together with any required signature guarantees or an Agent's
Message and any other required documents must, in any case, be received by the
Depositary at one of its addresses set forth on the back cover of this Offer to
Purchase by the Expiration Date, or the guaranteed delivery procedure described
below must be complied with. Delivery of the Letter of Transmittal and any
other required documents to the Book-Entry Transfer Facility does not
constitute delivery to the Depositary.
Signature Guarantees. Except as otherwise provided below, all signatures on
a Letter of Transmittal must be guaranteed by a financial institution
(including most banks, savings and loan associations and brokerage houses)
which is a member of a recognized Medallion Program approved by The Securities
Transfer
4
Association Inc., including the Securities Transfer Agents Medallion Program
(STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock
Exchange, Inc. Medallion Signature Program (MSP) (an "Eligible Institution").
Signatures on a Letter of Transmittal need not be guaranteed (a) if the Letter
of Transmittal is signed by the registered holder of the Shares tendered
therewith and such holder has not completed the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions" on the Letter
of Transmittal or (b) if such Shares are tendered for the account of an
Eligible Institution. If the certificate for Shares is registered in the name
of a person other than the signer of the Letter of Transmittal, or if payment
is to be made, or certificates for Shares not tendered or accepted for payment
are to be issued, in the name of a person other than the registered holder(s),
then the tendered certificates must be endorsed or accompanied by appropriate
stock powers, in either case signed exactly as the name(s) of the registered
holder(s) appear on the certificates, with the signature(s) on the certificates
or stock powers guaranteed by an Eligible Institution. See Instructions 1 and 5
of the Letter of Transmittal.
Guaranteed Delivery. If a shareholder desires to tender Shares pursuant to
the Offer and cannot deliver certificate(s) representing such Shares and all
other required documents to the Depositary by the Expiration Date, or if such
shareholder cannot complete the procedure for delivery by book-entry transfer
on a timely basis, such Shares may nevertheless be tendered if all of the
following conditions are met:
(i) such tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by Purchaser is received by the
Depositary (as provided below) by the Expiration Date; and
(iii) the certificates for such Shares (or a confirmation of a book-
entry transfer of such Shares into the Depositary's account at the Book-
Entry Transfer Facility), together with a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) with any required
signature guarantee (or, in the case of a book-entry transfer, an Agent's
Message) and any other documents required by the Letter of Transmittal, are
received by the Depositary within three business days after the date of
execution of the Notice of Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
telegram or facsimile transmission or mail to the Depositary and must include a
guarantee by an Eligible Institution in the form set forth in such Notice.
The method of delivery of Shares and all other required documents, including
delivery through the Book-Entry Transfer Facility, is at the option and risk of
the tendering shareholder and the delivery will be deemed made only when
actually received by the Depositary (including, in the case of a book-entry
transfer, by a timely confirmation). If delivery is sent by mail, registered
mail with return receipt requested, properly insured, is recommended. In all
cases, sufficient time should be allowed to ensure timely delivery.
Under the federal income tax laws, the Depositary will be required to
withhold 31% of the amount of any payments made to certain shareholders
pursuant to the Offer. In order to avoid such backup withholding, each
tendering shareholder must provide the Depositary with such shareholder's
correct taxpayer identification number and certify that such shareholder is not
subject to such backup withholding by completing the Substitute Form W-9
included in the Letter of Transmittal. If a shareholder is a non-resident alien
or foreign entity not subject to back-up withholding, the shareholder must give
the Depositary a completed Form W-8 Certificate of Foreign Status prior to
receipt of any payment.
By executing a Letter of Transmittal, a tendering shareholder irrevocably
appoints designees of Purchaser as such shareholder's proxies, each with full
power of substitution, in the manner set forth in the Letter of Transmittal, to
the full extent of such shareholder's rights with respect to the Shares
tendered by such shareholder and accepted for payment by Purchaser (and with
respect to any and all other Shares or other securities issued or issuable in
respect of such Shares on or after April 20, 2000). All such proxies shall be
5
irrevocable and coupled with an interest in the tendered Shares. Such
appointment is effective only upon the acceptance for payment of such Shares by
Purchaser. Upon such acceptance for payment, all prior proxies and consents
granted by such shareholder with respect to such Shares and other securities
will, without further action, be revoked, and no subsequent proxies may be
given nor subsequent written consents executed by such shareholder (and, if
given or executed, will not be deemed to be effective) with respect thereto.
Such designees of Purchaser will be empowered to exercise all voting and other
rights of such shareholder as they, in their sole discretion, may deem proper
at any annual, special or adjourned meeting of the Company's shareholders, by
written consent or otherwise. Purchaser reserves the right to require that, in
order for Shares to be validly tendered, immediately upon Purchaser's
acceptance for payment of such Shares, Purchaser is able to exercise full
voting rights with respect to such Shares and other securities (including
voting at any meeting of shareholders then scheduled or acting by written
consent without a meeting).
The tender of Shares pursuant to any one of the procedures described above
will constitute the tendering shareholder's acceptance of the Offer, as well as
the tendering shareholder's representation and warranty that such shareholder
owns the Shares being tendered and has the full power and authority to tender
and assign the Shares tendered, as specified in the Letter of Transmittal.
Purchaser's acceptance for payment of Shares tendered pursuant to the Offer
will constitute a binding agreement between the tendering shareholder and
Purchaser upon the terms and subject to the conditions of the Offer.
All questions as to the form of documents and the validity, eligibility
(including time of receipt) and acceptance for payment of any tender of Shares
will be determined by Purchaser, in its sole discretion, which determination
shall be final and binding. Purchaser reserves the absolute right to reject any
or all tenders of Shares determined by it not to be in proper form or revoke
the acceptance of any Shares for payment where such payment may, in the opinion
of Purchaser's counsel, be unlawful. Purchaser also reserves the absolute right
to waive any defect or irregularity in any tender of Shares of any particular
shareholder, whether or not similar defects or irregularities are waived in the
case of other shareholders. No tender of Shares will be deemed to have been
validly made until all defects and irregularities have been cured or waived.
None of Purchaser, the Dealer Manager, the Depositary, the Information Agent or
any other person will be under any duty to give notification of any defects or
irregularities in tenders or incur any liability for failure to give any such
notification. Purchaser's interpretation of the terms and conditions of the
Offer (including the Letter of Transmittal and the instructions thereto) will
be final and binding.
4. Withdrawal Rights. Tenders of Shares made pursuant to the Offer may be
withdrawn at any time prior to the Expiration Date. Thereafter, such tenders
are irrevocable, except that they may be withdrawn after June 18, 2000 unless
theretofore accepted for payment as provided in this Offer to Purchase. If
Purchaser extends the period of time during which the Offer is open, is delayed
in accepting for payment or paying for Shares or is unable to accept for
payment or pay for Shares pursuant to the Offer for any reason, then, without
prejudice to Purchaser's rights under the Offer, the Depositary may, on behalf
of Purchaser, retain all Shares tendered, and such Shares may not be withdrawn
except as otherwise provided in this Section 4.
To be effective, a written, telegraphic or facsimile transmission notice of
withdrawal must be timely received by the Depositary at one of its addresses
set forth on the back cover of this Offer to Purchase and must specify the name
of the person who tendered the Shares to be withdrawn and the number of Shares
to be withdrawn and the name of the registered holder of Shares, if different
from that of the person who tendered such Shares. If the Shares to be withdrawn
have been delivered to the Depositary, a signed notice of withdrawal with
(except in the case of Shares tendered by an Eligible Institution) signatures
guaranteed by an Eligible Institution must be submitted prior to the release of
such Shares. In addition, such notice must specify, in the case of Shares
tendered by delivery of certificates, the name of the registered holder (if
different from that of the tendering shareholder) and the serial numbers shown
on the particular certificates evidencing the Shares to be withdrawn or, in the
case of Shares tendered by book-entry transfer, the name and number of the
account at
6
the Book-Entry Transfer Facility to be credited with the withdrawn Shares.
Withdrawals of Shares may not be rescinded, and Shares properly withdrawn will
thereafter be deemed not validly tendered for purposes of the Offer. However,
withdrawn Shares may be retendered at any time prior to the Expiration Date by
following one of the procedures described in Section 3.
All questions as to the form and validity (including time of receipt) of any
notice of withdrawal will be determined by Purchaser, in its sole discretion,
which determination shall be final and binding. None of Purchaser, the Dealer
Manager, the Depositary, the Information Agent or any other person will be
under any duty to give notification of any defects or irregularities in any
notice of withdrawal or incur any liability for failure to give any such
notification.
5. Certain Tax Considerations. Sales of Shares by shareholders of the
Company pursuant to the Offer will be taxable transactions for federal income
tax purposes and may also be taxable transactions under applicable state and
local and other tax laws.
In general, a shareholder will recognize gain or loss equal to the
difference between the tax basis of his or her Shares and the amount of cash
received in exchange therefor. Such gain or loss will be capital gain or loss
if the Shares are capital assets in the hands of the shareholder and will be
long-term gain or loss if the holding period for the Shares is more than one
year as of the date of the sale of such Shares.
The foregoing discussion may not apply to shareholders who acquired their
Shares pursuant to the exercise of stock options or other compensation
arrangements with the Company or who are not citizens or residents of the
United States or who are otherwise subject to special tax treatment under the
Internal Revenue Code of 1986, as amended.
The federal income tax discussion set forth above is included for general
information only and is based upon present law. Due to the individual nature of
tax consequences, shareholders are urged to consult their tax advisors as to
the specific tax consequences to them of the Offer, including the effects of
applicable state, local or other tax laws.
6. Price Range of Shares; Dividends. The Shares are quoted and traded on The
Nasdaq National Market tier of The Nasdaq Stock Market under the symbol "BTIC."
The following table sets forth for the periods indicated the high and low sale
prices per Share on The Nasdaq Stock Market, as reported in the
Company's Annual Report on Form 10-K for the calendar year ended December 31,
1999 (the "Company 10-K"), and thereafter as reported in published financial
sources:
High Low
------ ------
Year ended December 31, 1998
First Quarter............................................... $17.00 $12.25
Second Quarter.............................................. 15.13 10.25
Third Quarter............................................... 13.17 5.53
Fourth Quarter.............................................. 8.50 4.00
Year ended December 31, 1999
First Quarter............................................... $ 7.25 $ 5.13
Second Quarter.............................................. 6.38 5.00
Third Quarter............................................... 6.00 4.09
Fourth Quarter.............................................. 4.69 3.00
Current fiscal year
First Quarter............................................... $ 6.75 $ 3.38
Second Quarter (through April 19, 2000)..................... 8.75 4.50
On April 14, 2000, the last full day of trading prior to the first pre-
commencement public announcement of the Offer, the reported closing sales price
per Share on the The Nasdaq Stock Market was $5.50. On April 19,
7
2000, the last full day of trading prior to the commencement of the Offer, the
reported closing sales price per Share on The Nasdaq Stock Market was $8.38.
Shareholders are urged to obtain current market quotations for the Shares.
To date, the Company has not paid any dividends on its Common Stock, and
according to the Company 10-K, the Company currently intends to retain future
earnings to finance the growth and development of the business of the Company
and does not anticipate paying any dividends in the foreseeable future. The
payment of dividends is within the discretion of the Company's Board of
Directors.
7. Certain Information Concerning the Company. The Company is a Maine
corporation with its principal executive offices located at 43 Bibber Parkway,
Brunswick, Maine 04011.
According to the Company 10-K, the Company is a technologically advanced,
leading developer and producer of engineered reinforcement fabrics used in the
fabrication of composite materials.
8
The following selected consolidated financial data relating to the Company
and its subsidiaries has been taken or derived from the audited financial
statements contained in the Company 10-K. More comprehensive financial
information is included in such Company 10-K and the other documents filed by
the Company with the Commission, and the financial data set forth below is
qualified in its entirety by reference to such reports and other documents
including the financial statements contained therein. Such reports and other
documents may be examined and copies may be obtained from the offices of the
Commission in the manner set forth below.
BRUNSWICK TECHNOLOGIES, INC.
SELECTED CONSOLIDATED FINANCIAL DATA
Year Ended December 31,
-----------------------
1999 1998(1) 1997
------- ------- -------
(in thousands, except
per Share data)
Consolidated Statement of Operations Data
Net sales.............................................. $44,684 $41,422 $30,510
Cost of goods sold..................................... 34,668 32,224 22,807
------- ------- -------
Gross profit........................................... 10,016 9,198 7,702
Other operating expenses............................... 7,536 7,234 5,921
Operating income....................................... 2,480 1,964 1,781
Other income, net...................................... 276 422 202
------- ------- -------
Income before taxes.................................... 2,756 2,386 1,983
Income tax expense..................................... 986 839 707
------- ------- -------
Net income............................................. 1,770 1,548 1,275
======= ======= =======
Preferred stock dividend............................... -- -- (51)
Accretion of preferred stock redemption value.......... -- -- (5)
Net income attributable to Common Stock................ $ 1,770 $ 1,547 $ 1,219
======= ======= =======
Basic earnings per Share............................... $ 0.34 $ 0.30 $ 0.29
Diluted earnings per Share(2).......................... $ 0.33 $ 0.28 $ 0.26
At December 31,
---------------
1999 1998
------- -------
(in thousands)
Consolidated Balance Sheet Data
Working capital................................................ $ 9,984 $ 8,963
Total assets................................................... 32,854 29,639
Long-term liabilities.......................................... 1,603 1,173
Total liabilities.............................................. 6,126 4,701
Stockholders' equity........................................... $32,854 $24,938
- --------
(1) Reflects the consolidation of the operations and financial condition of
Brunswick Technologies Europe Ltd. with those of the Company for the ten
months from March 2, 1998 to December 31, 1998.
(2) Calculation is shown in Note 13 of the Notes to Consolidated Financial
Statements of the Company.
Except as otherwise set forth in this Offer to Purchase, the information
concerning the Company contained herein has been furnished by the Company or
has been taken from, or is based upon, reports and other documents on file with
the Commission or otherwise publicly available. Although none of Purchaser,
Parent or Saint-Gobain has any knowledge that would indicate that any
statements contained herein based upon such reports and documents are untrue,
none of Purchaser, Parent or Saint-Gobain or the Dealer Manager takes any
responsibility for the accuracy, validity or completeness of the information
contained in such reports and other documents or for any failure by the Company
to disclose events that may have occurred and may affect the
9
significance or accuracy of any such information, but that are unknown to
Purchaser, Parent, Saint-Gobain or the Dealer Manager.
The Company is subject to the informational requirements of the Exchange Act
and in accordance therewith files periodic reports, proxy statements and other
information with the Commission relating to its business, financial condition
and other matters. The Company is required to disclose in such proxy statements
certain information, as of particular dates, concerning the Company's directors
and officers, their remuneration, stock options granted to them, the principal
holders of the Company's securities and any material interest of such persons
in transactions with the Company. Such reports, proxy statements and other
information may be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and should also be available for inspection and copying
at the regional offices of the Commission in New York (Seven World Trade
Center, 13th Floor, New York, NY 10048) and Chicago (Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, IL 60661). Such material may also be
obtained from the Commission's web site at http://www.sec.gov. Copies of such
material should be obtainable by mail, upon payment of the Commission's
customary charges, by writing to the Commission's principal office at 450 Fifth
Street, N.W., Washington, D.C. 20549. Such material should also be available
for inspection at the offices of Nasdaq Operations, 1735 K Street, N.W.,
Washington, D.C. 20006.
Associated Rights to Purchase Preferred Stock. The following description of
the Rights does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement which is filed as Exhibit 4 to the Company's
registration statement on Form 8-A filed with the Commission on April 18, 2000.
On April 16, 2000, the Company's Board of Directors authorized the issuance
of one Right for each outstanding share of Common Stock. Each Right entitles
the registered holder to purchase from the Company one one-hundredth of a share
of Series A Junior Participating Preferred Stock, par value $10.00 per share,
of the Company (the "Series A Preferred Shares") at a price of $30.00 per one
one-hundredth of a Series A Preferred Share (the "Purchase Price"), subject to
adjustment.
The Rights will be evidenced by share certificates representing Common Stock
and not by separate certificates until the earlier to occur of (a) the tenth
day after a person or group other than certain exempt persons (an "Acquiring
Person"), together with persons affiliated or associated with that Acquiring
Person, has acquired, or obtained the right to acquire, beneficial ownership of
15% or more of the outstanding shares of Common Stock (a "Triggering Event")
and (b) the tenth business day (or such later date as determined by the
Company's Board of Directors) after the commencement or public disclosure of an
intention to commence a tender offer or exchange offer by a person other than
an exempt person if, upon consummation of the offer, such person could acquire
beneficial ownership of 15% or more of the outstanding shares of Common Stock
(the earlier of such dates being called the "Distribution Date"). Purchaser
believes that the Company's Board of Directors is obligated by its fiduciary
duties to delay the Distribution Date in respect of the Offer and make public
disclosure of such delay.
Until the Distribution Date (or earlier redemption, exchange or expiration
of the Rights), the Rights will be transferred with and only with the shares of
Common Stock. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights will be mailed to holders of record of the
shares of Common Stock as of the close of business on the Distribution Date,
and those separate right certificates alone will evidence the Rights.
The Rights will not become exercisable until after the Distribution Date
(unless sooner redeemed or exchanged). Until a Right is exercised, the holder
of that Right, as such, will have no rights as a shareholder of the Company,
including, without limitation, the right to vote or to receive dividends. The
Rights will expire at the close of business on April 17, 2010, unless such
expiration date has been extended or unless the Rights were earlier redeemed or
exchanged by the Company as described below.
In the event that a person becomes an Acquiring Person, each Right (other
than Rights that are or were beneficially owned by the Acquiring Person and any
persons affiliated or associated therewith, which will thereafter be
10
void) shall, thereafter, be exercisable not for Series A Preferred Shares, but
for a number of shares of Common Stock having a market value of two times the
exercise price of the Right. In the event that, at the time or after a person
becomes an Acquiring Person, the Company is involved in a merger or other
business combination in which (a) the Company is not the surviving corporation,
(b) shares of Common Stock are changed or exchanged, or (c) 50% or more of the
Company's consolidated assets or earning power are sold, then each Right (other
than Rights that are or were owned by the Acquiring Person and any persons
affiliated or associated therewith, which will thereafter be void) shall
thereafter be exercisable for a number of shares of common stock of the
acquiring company having a market value of two times the exercise price of the
Right.
In addition, at any time after a person has become an Acquiring Person, but
before a person has acquired beneficial ownership of 50% or more of the
outstanding shares of Common Stock, the Company may elect to exchange all or
part of the Rights (excluding void Rights held by an Acquiring Person and any
persons affiliated or associated therewith) for shares of Common Stock on a
one-for-one basis.
The Purchase Price payable, and the number and kind of securities, cash or
other property issuable, upon exercise of the Rights are subject to adjustment
from time to time to prevent dilution (a) in the event of a stock dividend or
distribution on, or a subdivision or combination of, the Preferred Shares, (b)
upon the grant to holders of the Preferred Shares of rights, options or
warrants to subscribe for Preferred Shares or securities convertible into
Preferred Shares at less than the current market price, (c) upon the
distribution to holders of the Preferred Shares of securities, cash, evidences
of indebtedness or assets (excluding regular periodic cash dividends out of
earnings or retained earnings) and (d) in connection with recapitalizations of
the Company or reclassifications of the Preferred Shares. Similar provisions
may apply to transactions involving shares of Common Stock after the date any
person becomes an Acquiring Person.
No fractional Series A Preferred Shares will be issued (other than fractions
that are integral multiples of one one-hundredth of a Series A Preferred Share,
which may, at the election of the Company, be evidenced by depositary receipts)
and, in lieu of those fractional Series A Preferred Shares, the Company will
make an adjustment in cash based on the market price of the Series A Preferred
Shares on the last trading date prior to the date of exercise.
At any time until a person has become an Acquiring Person and before April
17, 2010, the Company's Board of Directors may redeem the Rights in whole, but
not in part, at a price of $0.001 per Right (the "Redemption Price"). The
Redemption Price will be payable in cash, shares of Common Stock (including
fractional shares of Common Stock) or any other form of consideration deemed
appropriate by the Company's Board of Directors. Immediately upon action of the
Company's Board of Directors ordering redemption of the Rights, the ability of
holders to exercise the Rights will terminate and the only rights of such
holders will be to receive the Redemption Price.
At any time prior to the public announcement that a person has become an
Acquiring Person, the Company's Board of Directors may amend or supplement the
Rights Agreement without the approval of the Rights Agent (as that term is
defined in the Rights Agreement) or any holder of the Rights. Thereafter, the
Rights Agreement may not be amended or changed in any manner that would
adversely affect the interests of the holders of the Rights (other than an
Acquiring Person and any persons affiliated or associated therewith).
The Offer is conditioned upon the Rights having been redeemed by the
Company's Board of Directors or Purchaser and Parent being satisfied, in their
sole discretion, that the Rights are inapplicable to the Offer and any
subsequent business transaction involving Purchaser and the Company, including
the Merger (the "Rights Condition").
Unless the Rights Condition is satisfied, the Company's shareholders will be
required to tender one Right for each share of Common Stock tendered in order
to effect a valid tender of shares of Common Stock in accordance with the
procedures set forth in Section 3. Unless the Distribution Date occurs, a
tender of shares of Common Stock will also constitute a tender of the Rights.
11
Purchaser and Parent believe that, under the circumstances of the Offer and
under applicable law, the Company's Board of Directors has a fiduciary
obligation to redeem the Rights (or amend the Rights Agreement to make the
Rights inapplicable to the Offer and the Merger), and Purchaser is requesting
that the Company's Board of Directors do so. However, there can be no assurance
that the Company's Board of Directors will redeem the Rights (or amend the
Rights Agreement).
8. Certain Information Concerning Purchaser, Parent and Saint-
Gobain. Purchaser is a newly incorporated Maine corporation and an indirect
wholly owned subsidiary of Parent organized to acquire the Company. The
principal executive offices of Purchaser are located at 750 E. Swedesford Road,
Valley Forge, Pennsylvania 19482. Since its incorporation on April 14, 2000,
Purchaser has not conducted any business other than in connection with the
Offer. Until immediately prior to the time Purchaser purchases Shares pursuant
to the Offer, it is not anticipated that Purchaser will have any significant
assets or liabilities or engage in activities other than those incident to its
formation and capitalization and the transactions contemplated by the Offer.
Because Purchaser is a newly formed corporation and has minimal assets and
capitalization, no meaningful financial information regarding Purchaser is
available.
Parent is a Delaware corporation and an indirect wholly owned subsidiary of
Saint-Gobain, with principal executive offices located at 750 E. Swedesford
Road, Valley Forge, Pennsylvania 19482. The principal business of Parent is the
manufacture of roofing; vinyl and fiber cement siding; vinyl windows; vinyl
fencing, deck and railing; ventilation products; piping products; fiber glass
insulation; and fiber glass products for reinforcing plastics and other
materials. Saint-Gobain, a French corporation, is a publicly owned holding
company whose shares are listed for trading on the monthly settlement market of
The Paris Stock Exchange and on the principal European stock exchanges. Its
principal executive office is located at Les Miroirs, 18 avenue d'Alsace, 92400
Courbevoie, France (Postal Address: Les Miroirs, 92096 Paris La Defense Cedex).
Saint-Gobain has worldwide interests in businesses involving the manufacture of
flat glass, insulation and reinforcements, pipe, glass containers, industrial
ceramics and abrasives and the manufacture and distribution of building
materials.
The name, citizenship, business address, present principal occupation or
employment and five-year employment history of each of the directors and
executive officers of Purchaser, Parent and Saint-Gobain are set forth in
Schedule I hereto and incorporated herein by reference.
None of Purchaser, Parent or Saint-Gobain is subject to the informational
requirements of the Exchange Act and, accordingly, does not file periodic
reports, proxy statements or other information with the Commission relating to
its business, financial condition or other matters.
Because the only consideration in the Offer is cash, and in view of the very
small amount of consideration payable in relation to the financial capability
of Saint-Gobain and its affiliates, Purchaser believes the financial condition
of Purchaser, Parent, Saint-Gobain and their affiliates is not material to a
decision by a holder of Shares whether to sell, tender or hold Shares pursuant
to the Offer. The following selected consolidated financial information
relating to Saint-Gobain and its subsidiaries, taken or derived from the
audited consolidated financial statements of Saint-Gobain contained in Saint-
Gobain's Annual Report for the year ended December 31, 1998 (the "Annual
Report"), is provided for supplemental information purposes only and is neither
intended nor required to comply with the requirements of the Exchange Act. More
comprehensive financial information (including the notes to Saint-Gobain's
financial statements) is included in such Annual Report, and the financial data
set forth below is qualified in its entirety by reference to such Annual Report
and other documents including the financial statements and related notes
contained in the Annual Report. These documents may be obtained from Saint-
Gobain at the address listed above. The following information was prepared in
accordance with the French law concerning consolidated financial statements
dated January 3, 1985 and the related decree dated February 17, 1986. The
accounting principles applied are also in accordance with international
accounting principles formulated by the International Accounting Standards
Committee with the exception of IAS 22 standard (revised in 1993) on the
amortization period of goodwill, the application of which has been deferred
awaiting the acceptance by IOSCO of the complete body of IAS standards. These
principles, as applied to Saint-Gobain and its subsidiaries, are not materially
different from the accounting principles
12
generally accepted in the United States ("US GAAP"). There are, however,
several differences between the accounting standards applied by Saint-Gobain
and its affiliates and US GAAP with respect to certain matters, including
translation, recognition and measurement criteria. Purchaser and Parent believe
that these differences are not material to a decision by a shareholder of the
Company whether to sell, tender or hold Shares pursuant to the Offer.
The consolidated financial statements of Saint-Gobain and its subsidiaries
are published in euros.
SAINT-GOBAIN AND SUBSIDIARIES
SELECTED CONSOLIDATED FINANCIAL DATA
(in millions)
Year Ended December 31,
--------------------------------------------------------
1998(1) 1998 1997 1996
----------------- ------------ ------------ ------------
(in U.S. dollars) (in euros)
Income Statement Data:
Net sales............. $20,002 (Euro)17,821 (Euro)16,324 (Euro)13,931
Operating income...... 1,993 1,776 1,593 1,434
Net income............ 1,231 1,097 858 659
Balance Sheet Data:
Current assets........ $ 9,566 (Euro) 8,149 (Euro) 7,554 (Euro) 7,099
Total assets.......... 26,039 22,182 20,693 19,202
Long-term debt
(including current
portion)............. 3,553 3,027 2,576 1,894
Net equity of
consolidated
entities............. 11,650 9,924 9,959 7,082
- --------
(1) Balance sheet items have been translated into U.S. dollars using year end
exchange rates. Income statement items have been translated using year
average exchange rates.
On March 30, 2000, Saint-Gobain announced its operating results for calendar
year 1999, including sales of 19.878 billion euros ($21.2 billion), operating
income of 1.995 billion euros ($2.1 billion) and net income of 1.242 billion
euros ($1.3 billion). (Euros have been translated into U.S. dollars on the
basis of the average noon buying rate of $1.0653 during the year 1999.)
The following table sets forth, for the periods and dates indicated, certain
information concerning the exchange rate for U.S. dollars into euros based upon
the noon buying rate in New York City for cable transfers in foreign currencies
as determined by publicly available sources (the "noon buying rate"):
At Period End Average Rate High Low
------------- ------------ ------- -------
1996............................. $1.2545 $1.2520 $1.2890 $1.2228
1997............................. 1.0980 1.1301 1.2530 1.0482
1998............................. 1.1739 1.1224 1.2262 1.0725
1999............................. 1.0070 1.0653 1.1812 1.0016
2000 (through April 19, 2000).... 0.9369 0.9806 1.0335 0.9369
In fiscal year 1999, Parent had net sales of approximately $2.213 billion.
At December 31, 1999, Parent had $2.135 billion in total assets, $528 million
in total current assets and $945 million in total stockholder's equity.
Parent's financial statements are prepared in accordance with US GAAP.
Except as described in this Offer to Purchase, (i) none of Purchaser,
Parent, Saint-Gobain or, to the best knowledge of Purchaser, Parent and Saint-
Gobain, any of the persons listed in Schedule I to this Offer to Purchase or
any associate or majority-owned subsidiary of Purchaser, Parent, Saint-Gobain
or any of the persons so listed beneficially owns or has any right to acquire,
directly or indirectly, any Shares and (ii) none of Purchaser, Parent, Saint-
Gobain or, to the best knowledge of Purchaser, Parent and Saint-Gobain, any of
the
13
persons or entities referred to above or any director, executive officer or
subsidiary of any of the foregoing has effected any transaction in the Shares
during the past 60 days. Vetrotex, an affiliate of Parent, currently owns
713,746 Shares of the Company (approximately 13.6% of the total issued and
outstanding Shares of the Company) and may transfer such Shares to Purchaser as
a contribution to capital, or to Parent as a dividend, or may continue to hold
them, but will not tender such Shares to Purchaser. In addition, an executive
officer of Parent purchased for investment, in the open market, 2,000 shares of
Common Stock of the Company in October 1999.
Except as described in this Offer to Purchase, none of Purchaser, Parent,
Saint-Gobain and their affiliates, or, to the knowledge of Purchaser, Parent
and Saint-Gobain, any of the persons listed in Schedule I hereto, has any
contract, arrangement, understanding or relationship with any other person with
respect to any securities of the Company, including, but not limited to, any
contract, arrangement, understanding or relationship concerning the transfer or
voting of such securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of loans, guarantees of profits,
guarantees against loss, division of profits or loss or the giving or
withholding of proxies. Except as set forth in this Offer to Purchase, and
except for an ongoing fiber glass supply arrangement, since August 25, 1993,
when Vetrotex first acquired Shares of Company, none of Purchaser, Parent,
Saint-Gobain and their affiliates or, to the knowledge of Purchaser, Parent and
Saint-Gobain, any of the persons listed in Schedule I hereto, has had any
business relationship or transaction with the Company or any of its executive
officers, directors, or affiliates that is required to be reported under the
rules and regulations of the Commission applicable to the Offer. Except as set
forth in this Offer to Purchase, and particularly in Section 10 below, since
August 25, 1993, there have been no contracts, negotiations or transactions
between Purchaser, Parent, Saint-Gobain or any of their affiliates or, to the
knowledge of Purchaser, Parent and Saint-Gobain, any of the persons listed in
Schedule I hereto, on the one hand, and the Company or its affiliates, on the
other hand, concerning a merger, consolidation or acquisition, tender offer or
other acquisition of securities, an election of directors or a sale or other
transfer of a material amount of assets.
In August 1993, certain shareholders of the Company sold an aggregate of
1,420 shares of Series AA Convertible Preferred Stock of the Company and 180
shares of Series BB Convertible Preferred Stock of the Company to Vetrotex.
Concurrently with such sale, certain shareholders of the Company sold 2,142
shares of Common Stock to Vetrotex for a purchase price equal to $50 per share,
or $107,100. At the same time, the Company sold 16,000 shares of Series D
Convertible Preferred Stock of the Company to Vetrotex, and the Company
received an aggregate cash purchase price of $1,760,000, including the purchase
price for the Series AA Convertible Preferred and Series BB Convertible
Preferred Shares. The funds used to purchase these shares came from working
capital of Vetrotex. On February 4, 1997, immediately prior to the initial
public offering of the Company, all of the Series AA, Series BB and Series D
Preferred Shares held by Vetrotex were converted into an aggregate of 580,800
shares of Common Stock. On the same date, the Company issued an additional
62,260 shares of Common Stock to Vetrotex in payment of accrued dividends on
such Preferred Shares and Vetrotex's original 2,142 shares of Common Stock were
subject to a 33 for 1 stock split (thereby becoming 70,686 shares of Common
Stock). As a result of the foregoing events, Vetrotex now owns an aggregate of
713,746 shares of Common Stock of the Company.
For a period of time, both before and after the Company's initial public
offering, the Company maintained a corporate collaboration with Vetrotex,
whereby the Company purchased a majority of its fiber glass requirements from
Vetrotex and whereby the Company was developing products and processes to take
advantage of new products developed by Vetrotex and its affiliates. At one
time, the Company and Vetrotex were parties to a long-term requirements
contract for the Company's fiber glass requirements. Currently, the Company
purchases approximately one-third of its fiber glass requirements from Vetrotex
and there are no longer any ongoing co-development efforts between them.
An executive officer of Vetrotex, David E. Sharpe, has served as one of the
seven directors of the Company since 1993. On or about March 14, 2000, Mr.
Sharpe informed the Company that he did not intend to stand for re-election at
the next annual meeting of shareholders of the Company in 2000. None of
Purchaser,
14
Parent, Saint-Gobain, Vetrotex or any of their affiliates has suggested a
nominee to replace him, nor do they have any contractual right to do so.
9. Source and Amount of Funds. The total amount of funds required by
Purchaser to purchase Shares pursuant to the Offer (based upon current issued
and outstanding Shares (other than those owned by Vetrotex) and including
amounts required to extinguish outstanding options having an exercise price of
below $8.00 per share) and to pay related fees and expenses of Purchaser and
Parent is estimated to be approximately $43 million. Purchaser will fund such
amount through funds received from Parent. Parent will obtain such funds from
internally generated funds or existing resources or from Saint-Gobain or its
affiliates. If called upon to make funds available to Parent, Saint-Gobain will
obtain such funds from internally generated funds or existing resources.
10. Background of the Offer; Past Contacts, Transactions or Negotiations
with the Company.
Saint-Gobain is interested in finding new applications for the products and
processes of the Company to complement Saint-Gobain's own efforts in this
regard. Saint-Gobain first explored internally the strategic advantages of a
business combination with the Company as early as 1998, but nothing specific
developed from this internal review. By virtue of Vetrotex's existing ownership
interest in the Company and its position as a long-term raw materials supplier
to the Company, Saint-Gobain had been following developments within the Company
on the basis of the Company's public information. Based upon available public
information, individuals within the Saint-Gobain organization believed there
might be synergies that would result from a business collaboration of the
Company with the Technical Fabrics Group of the Saint-Gobain Reinforcements
Division, including technological, research and development, marketing and cost
savings. Further synergy might result from the integration of a fiber glass
supplier with a technical fabrics and components manufacturer, including a
reduction in the time required to develop new products, improvement in raw
material quality and improvement in the supply chain organization. Saint-Gobain
believed there was strong support for such development in certain geographic
areas of the world, particularly in the European market and perhaps in Asia.
Accordingly, in October 1999, it was suggested by Roberto Caliari, the
President of the Reinforcements Division of Saint-Gobain, to Martin S. Grimnes,
the Chairman, Chief Executive Officer and a director of the Company, that they
meet during the Composites Fabricators Association show in Chicago. On October
28, 1999, Mr. Caliari met with Mr. Grimnes to discuss various market
opportunities and explore if it would make sense to consider strategic
partnerships. It was agreed at the conclusion of the discussion to organize
another meeting in Europe to pursue this analysis, either at the end of 1999 or
the beginning of 2000.
On March 30, 2000, Mr. Caliari and Jean-Philippe Buisson, the Vice
President-Finance and Strategic Planning of the Reinforcements Division of
Saint-Gobain, met in England with Mr. Grimnes, William M. Dubay, the President,
Chief Operating Officer and a director of the Company, and Peter N. Walmsley,
an outside director of the Company, to discuss possible strategic alliances and
the advantages that a more direct business combination might have for both
companies. Messrs. Caliari and Buisson explained that Saint-Gobain's
Reinforcements Division is organized into two separate core businesses (Fiber
Glass and Technical Fabrics) and discussed the degree of autonomy within the
Technical Fabrics Group that the Company could expect if a business combination
were effected. At that meeting, Saint-Gobain's representatives suggested that
they might be interested in a negotiated transaction with the Company. The
Saint-Gobain representatives further suggested that Saint-Gobain might be
prepared, based upon public information, to pay in a range of up to $7.00 per
Share for all outstanding Shares of the Company not already owned by Vetrotex.
The representatives of the Company indicated that this price range was below
their expectations, and Mr. Dubay expressed concern that as a consequence of
differences that had arisen between the companies in the past with regard to
the availability and pricing of fiber glass, a long-term relationship between
the companies might be problematic. Mr. Grimnes also expressed his belief that
if a firm offer were made by Saint-Gobain, the Company would have to talk with
other potential purchasers of the business, although its preference was that
the Company remain independent.
Following the meeting, Mr. Grimnes continued this discussion with Messrs.
Caliari and Buisson on their way to the airport, during which time the focus of
the conversation centered on provisions, if any, that would
15
be made for management and employees, as well as whether it would be possible
to negotiate a higher price per Share. An invitation was extended to Mr.
Grimnes for a further meeting in Europe at the earliest opportunity.
On Monday, April 3, 2000, Mr. Grimnes called Mr. Buisson to inform him that
because of a very busy schedule, including a Board meeting later in the week,
he would not be able to travel to Europe in order to continue discussions as
planned. He also said that he had been advised by the Board of Directors not to
attend such a meeting alone, because of his position as Chairman of the Board
and CEO. He further stated that he had spoken with some of the directors and
some of the Company's management and they did not have any interest in pursuing
a business combination with Saint-Gobain. According to Mr. Grimnes, these
persons also indicated that the price per Share offered by Saint-Gobain was too
far below their expectations to be considered attractive.
Nevertheless, and somewhat contrary to his position of the day before, on
Tuesday, April 4, 2000, Mr. Grimnes called Mr. Buisson to indicate that if
Messrs. Caliari and Buisson came to the United States he would be able to meet
with them within the next few weeks. Mr. Grimnes stated his desire to further
explore the possible synergies a business combination might engender as well as
expectations of management and employees following such a combination. Mr.
Buisson indicated that this was too long a delay and that if a meeting were to
be held it should be sooner. A decision was reached to meet either in New York
or in Boston on Monday, April 10, 2000. Subsequently, on April 5, 2000, this
was confirmed in the following letter:
Mr. Martin S. Grimnes
Chairman and Chief Executive Officer
Brunswick Technologies, Inc.
43 Bibber Parkway
Brunswick, Maine 04011
April 5th, 2000
CONFIDENTIAL
Dear Martin:
I want to confirm that Jean-Philippe Buisson and myself will come in
New York on Monday April 10 in the afternoon to continue our
discussion with you and Peter Walmsley.
After our recent conversations, I would like to reiterate our desire
to establish a constructive dialogue with BTI hoping that we can
explore a possible strategic business combination on an expedited
timetable and on a friendly, negotiated and confidential basis. We
believe that such a transaction can be very attractive to both
companies, their respective shareholders and their employees. I am,
therefore, prepared to negotiate with you the main issues involved in
the transaction, including price, operating structure, management and
integration issues.
Pursuant to your request and that of Mr. Walmsley last week that we
not make any publication which might threaten the continued
independence of BTI, we do not intend at this time to make any public
disclosure. This decision is, of course, predicated on the assumption
that BTI will not make any public disclosures impacting these
discussions before then.
I am looking forward to meeting you again and Peter Walmsley next
Monday. Clearly, this opportunity is the highest priority for all of
us with Saint-Gobain, and we would like you and your Board to share
our enthusiasm.
Best personal regards.
Sincerely,
/s/ Roberto Caliari
_____________________________________
Roberto Caliari
16
On Monday, April 10, 2000, at 2:00 p.m. (Eastern daylight savings time) at
the Hotel Inter-Continental New York in New York City, Messrs. Caliari and
Buisson, as representatives of Saint-Gobain, and Mr. Grimnes, Mr. Dubay and
Richard Corbin, an independent director of the Company (Mr. Corbin replaced Mr.
Walmsley, who originally had been expected to attend that meeting) met for
approximately three hours. Mr. Corbin acted as the principal spokesperson for
the Company. Messrs. Caliari and Buisson explained that Saint-Gobain was not
comfortable with the current situation of Vetrotex's significant share
ownership in the Company and were hopeful the parties could find a solution,
either through an acquisition of the Company by Saint-Gobain or by a sale of
the Shares owned by Vetrotex. The discussion quickly focused on realizing value
for the shareholders of the Company. Mr. Corbin confirmed that a price range of
$7.00 per Share was not sufficiently pre-emptive that it would be favorably
received by the Company's Board of Directors. He indicated that a Board meeting
had been scheduled for April 11, 2000 and asked if a $7.00 per Share price
range was Saint-Gobain's "last price" and whether Saint-Gobain intended to move
toward an unsolicited bid. Mr. Caliari then delivered the following letter
reflecting an increase in the price per Share to $7.75:
BRANCHE RENFORCEMENT
The Board of Directors
Brunswick Technologies, Inc.
43 Bibber Parkway
Brunswick, Maine 04011
Paris, April 10th, 2000
CONFIDENTIAL
Dear Director:
We are writing to express our desire to establish a constructive
dialogue with the Board of Directors of Brunswick Technologies, Inc.
("BTI") regarding a strategic business combination between Saint-
Gobain and BTI on an expedited timetable and on a negotiated and
confidential basis. We have had, within the past two weeks, two
unsuccessful attempts to negotiate the terms of a transaction with
several of your directors, at least one of whom is a member of
management. We feel we have no choice but to present our offer
directly to the full Board. Based on our analysis to date, we are in a
position to negotiate a cash offer of up to $7.75 per share, which
represents a premium of approximately 50% to the average price of the
past few days. We believe that this is a full and fair price that
fairly reflects the benefits to be obtained from a combination of our
businesses and presents a unique and compelling opportunity for the
shareholders of BTI.
Given the very difficult public market environment for small
capitalization stocks (a situation that is unlikely to improve in the
near-term), including very limited research following, limited
institutional interest and significant price volatility, it has been
and will continue to be a challenge for BTI to create shareholder
value as an independent public entity, as evidenced by BTI's recent
trading performance. We believe that these issues can negatively
impact BTI's ability to use its stock as an acquisition currency and
as a compensation incentive to attract and retain management and key
employees.
We believe that Saint-Gobain and BTI would be a very attractive
combination--providing an outstanding strategic fit. By virtue of our
approximate 14% ownership interest in BTI and our position as a long-
term key raw materials supplier to BTI, we feel we know your company
extremely well. Based upon this knowledge and our experience operating
in your markets on a global basis, we believe there is a compelling
strategic rationale for a combination. In evaluating
17
why such a combination is so attractive to both companies and their
respective shareholders, we have focused on several key factors,
including the following:
. Synergies within the Technical Fabrics Group of the Saint-Gobain
Reinforcement Branch (e.g., technologies, marketing, R&D, cost
optimization) while at the same time maintaining an ability to
innovate and quickly respond to market developments through a clear
autonomy of management;
. Synergies resulting from the integration of a fiberglass supplier
with a technical fabrics manufacturer, including a reduction in the
time required to develop new products, improvements in raw material
quality, and improved logistics and supply chain organization;
. Strong support for development in the European market and other key
markets (e.g., Asia) ; and
. Greater access to capital for, among other things, research and
development expenditures and capital investment (critical given
BTI's near-term plans to invest heavily in the infrastructure
market and to pursue growth through acquisition).
Based on these factors, we have concluded that the strategic and
financial advantages of combining our two companies are too
significant to ignore.
If you are unwilling to commence meaningful and substantive
negotiations with us within the next two days, or if you reject our
strong indication of interest in a negotiated transaction at this
price, we shall consider all options open to us, including taking our
proposal directly to your shareholders.
We believe that the transaction we are proposing is in the best
interest of BTI's shareholders and will allow them to receive possible
future value today. We urge the Board of Directors of BTI to recognize
the immediate and long-term value of this transaction for BTI
shareholders. We are available to meet with you and your
representatives to discuss this matter at your earliest convenience.
Yours sincerely,
/s/ Roberto Caliari
_____________________________________
Roberto Caliari
Mr. Corbin then indicated that Mr. Grimnes would respond for the directors
by the end of the day on April 11, 2000, following the Company's Board meeting.
On Tuesday, April 11, 2000, Messrs. Caliari and Buisson were in Mexico on
business and did not hear from Mr. Grimnes by the close of business (Eastern
daylight savings time). Accordingly, Mr. Buisson called Mr. Grimnes to inquire
as to the response which had been promised. Mr. Grimnes indicated that the
Company's outside counsel was preparing a response to the written proposal
delivered by Mr. Caliari on the preceding day. Mr. Buisson inquired as to the
content of such letter, and Mr. Grimnes responded that he was not permitted to
offer any comment at that time.
18
Late in the day on Wednesday, April 12, 2000, Mr. Caliari received the
following letter by fax in Mexico from Mr. Walmsley:
April 12, 2000
Roberto Caliari
Saint-Gobain
Branche Reinforcement
CONFIDENTIAL
Dear Mr. Caliari:
The Board of Brunswick Technologies Inc. ("BTI") has carefully
reviewed the proposal set forth in your letter of April 10, 2000
addressed to the Board of Directors of BTI, as well as the discussions
in prior meetings between representatives of BTI and Saint-Gobain (the
"Proposal").
First, the BTI Board is constrained to state that in light of the
long-term value of BTI, current stock market conditions and other
matters, it does not believe BTI should be sold at this time. However,
the Board also believes BTI should carefully consider serious
proposals made to it, such as your Proposal. To this end an
Independent Committee of the Board has been formed to evaluate and
respond to the Proposal in a substantive manner.
As a preliminary matter, the Independent Committee is perplexed as the
value placed on BTI, particularly in light of BTI's dominant market
position, leading technologies and distribution relationships, as well
as the synergies described in the Proposal. The Committee is very
interested in understanding the basis for the valuation set forth in
the Proposal. It is also critical that the Committee have a clear
understanding of the consequences of a strategic alliance or sale of
BTI to all of its constituents, stockholders, employees, suppliers,
customers and the community at large. The Committee believes it will
take two weeks to obtain additional input from Saint-Gobain and the
financial advisors it is engaging to assist it in this matter. During
that period, BTI would like to preserve the confidentiality of our
discussions and is willing to agree not to pursue or solicit proposals
with third parties. We expect that Saint-Gobain will agree not to
acquire any additional beneficial interests in BTI during that period.
If the foregoing is acceptable, please return a countersigned copy of
this letter to our counsel, Robert A. Trevisani, Esq., Gadsby Hannah
LLP, 225 Franklin Street, Boston, MA 02110 (617-345-7013; fax 617-345-
7000) and he will respond promptly with appropriate legal
documentation.
Yours sincerely,
/s/ Peter N. Walmsley
_____________________________________
Peter N. Walmsley, Chairman of the
Independent Committee of the Board
of Directors
AGREED:
SAINT-GOBAIN
By: _________________________________
Roberto Caliari
19
Mr. Buisson instructed Saint-Gobain's counsel to contact Mr. Trevisani, the
Company's outside counsel.
At approximately 7:30 p.m. (Eastern daylight savings time) on Wednesday,
April 12, 2000, John R. Mesher, Vice President, General Counsel and Secretary
of Parent, Linda F. Montemayor, Divisional Counsel of Parent, and Peter O.
Clauss, a partner of Pepper Hamilton LLP in Philadelphia, Pennsylvania,
unsuccessfully attempted to reach Mr. Trevisani and left a voice mail. Shortly
thereafter, Mr. Trevisani called Mr. Clauss. Mr. Clauss referred to the letter
and inquired why negotiations with the independent committee could not take
place immediately. Mr. Trevisani responded that the independent directors live
in different areas of the country and it was hard to find a place and time at
which they could convene in person, so that to date their meetings had been by
telephone. He further indicated that the committee members were having
difficulty in determining the value of the Company, particularly in valuing
its technology and distribution. He indicated that although the committee had
authority to do so, it had not yet engaged an investment banking firm. Mr.
Clauss stressed the desire of Saint-Gobain to determine quickly whether or not
there was interest in a negotiated transaction in the price range indicated.
Mr. Clauss pointed out that as a significant shareholder, Parent and its
affiliates may also have reporting obligations once certain decisions are made
regarding a possible transaction. Mr. Trevisani responded that the Company was
concerned that any public disclosure might jeopardize its relationships with
critical suppliers. In addition to the desire of the independent committee to
understand the valuation methodologies used by Saint-Gobain in arriving at its
proposal, he raised similar concerns to those in Mr. Walmsley's letter
concerning various constituencies of the Company. Mr. Trevisani indicated that
he would be travelling in the morning, but would try to reach the Chairman of
the independent committee that evening before the committee meeting on April
13, 2000.
At approximately 9:45 p.m. (Eastern daylight savings time) on April 12,
2000, Mr. Trevisani again called Mr. Clauss and informed him that he was only
able to reach Mr. Corbin. Mr. Corbin promised to inform the other members of
the committee of the call during their meeting on the following morning, and
they would then confer with Mr. Trevisani later in the morning. He inquired
why Mr. Sharpe had not resigned from the Board of Directors, which he stated
made it more difficult for them to schedule meetings promptly, and which days
Messrs. Buisson and Caliari would be available to meet with the independent
committee. Mr. Clauss responded that he would have answers to those questions
the following morning.
On Thursday, April 13, 2000, Mr. Trevisani did not call Mr. Clauss until
approximately 3:30 p.m. (Eastern daylight savings time), and Mr. Mesher and
Ms. Montemayor joined in the call. Mr. Trevisani indicated that the
independent committee had been unable to convene by telephone during the
morning as planned, but had scheduled a telephonic meeting for approximately
6:00 p.m. (Eastern daylight savings time) that evening. In response to the
questions left with Mr. Clauss on the preceding evening, it was reported that
because of their travel plans Messrs. Caliari and Buisson would be available
to meet with the independent committee on Saturday, April 15. However, because
this would require postponing their planned departure for Paris they wanted
assurance that any such meeting would result in meaningful negotiations. As to
the question regarding Mr. Sharpe's failure to resign from the Company's Board
of Directors, Mr. Trevisani was informed that Mr. Sharpe has retained separate
counsel regarding this matter and that all such questions should be referred
to Mr. Sharpe's counsel. During the call, Mr. Trevisani indicated it was
highly unlikely that the independent committee would be able to respond by the
end of the weekend on April 16, 2000 as to whether they were interested in
pursuing a negotiated transaction and whether the price offered per Share was
adequate. Messrs. Mesher and Clauss and Ms. Montemayor reiterated Parent's
possible reporting obligations once it made a final decision. Mr. Trevisani
was also asked to have the independent committee confirm what areas of
discussion would be covered in a further meeting and whether the committee
would be prepared to commence negotiations regarding a possible transaction.
At the conclusion of the call, Mr. Trevisani indicated that he would contact
Mr. Clauss later that evening to report on the decisions of the independent
committee.
During the evening of Thursday, April 13, 2000, Mr. Trevisani left a voice
mail for Mr. Clauss indicating that the independent committee would not be
able to arrange an in-person meeting with Messrs. Caliari and Buisson on
Saturday, April 15, but would be willing to conduct such a meeting
telephonically. However, he
20
indicated that they were not prepared to enter into any negotiations because
they had insufficient information and background. They reiterated their request
that Saint-Gobain detail to them its specific intentions regarding the
Company's constituencies and provide an explanation of why it believed the
proposed price was a fair price. He stated that the independent committee hoped
that Saint-Gobain would not publicize any information regarding possible
negotiations. Finally, Mr. Trevisani indicated that he would be unavailable
until at least the afternoon of Friday, April 14, 2000, and that further
contact should be made through his partner, Ms. Marianne Gilleran, in Boston.
On Friday morning, April 14, 2000, Mr. Clauss attempted to reach Ms.
Gilleran at approximately 8:30 a.m. (Eastern daylight savings time) and left a
voice mail requesting information as to what timetable the independent
committee would be willing to commence discussions with representatives of
Saint-Gobain regarding a business combination, and whether the committee had
retained investment advisors.
At approximately 9:45 a.m. (Eastern daylight savings time) on Friday, April
14, 2000, Ms. Gilleran responded with a voice mail to Mr. Clauss, indicating
that the Company's Board was then meeting and that his two specific questions
had been answered. The response relayed by Ms. Gilleran was that a financial
advisor with an investment banking background had been retained, but that an
investment banking firm had not yet been retained to furnish the committee with
appropriate valuations, although such firms were being interviewed. With regard
to the timetable, she indicated that the committee would be willing to commence
discussions with Saint-Gobain within the next several weeks, but that it was
premature to commence discussions during the weekend of April 15-16. She
further indicated that she was rejoining the Company's Board meeting, which was
continuing.
Subsequent to learning that the Company was not prepared to negotiate during
the weekend of April 15-16, 2000, representatives of Saint-Gobain and Parent
discussed the difficulties in arranging meaningful discussions leading to a
possible negotiated transaction with representatives of the Company. Believing
that the price proposed for a negotiated transaction represented a significant
premium over recent trading prices in the Company's Common Stock and further
believing that the fair market value of the Company was no greater than the
value reflected in the trading prices of its Common Stock, a recommendation was
made to the Parent's board that the offer be communicated directly to the
shareholders of the Company. On Sunday, April 16, 2000, appropriate corporate
action was taken by the boards of directors of Parent and Purchaser to
authorize the Offer at a per Share price of $8.00 and to direct the appropriate
officers and other representatives to proceed accordingly.
21
Early in the morning on Monday, April 17, 2000, the following letter was
faxed to the Board of Directors of the Company under a confidentiality legend
to avoid premature disclosure:
BRANCHE RENFORCEMENT
The Board of Directors
Brunswick Technologies, Inc.
43 Bibber Parkway
Brunswick, Maine 04011
Paris, April 17th, 2000
CONFIDENTIAL
Dear Director:
As you know from our prior communications, it is our strong belief that
Saint-Gobain and Brunswick Technologies, Inc. ("BTI") would be a
compelling combination--providing both an outstanding strategic fit and
a unique opportunity for your shareholders to realize maximum value for
their shares.
We have attempted to discuss with you a possible transaction that would
lead to such a combination and at the same time provide BTI
shareholders a substantial premium over the current market price of
their shares. We have made, over the past two weeks, two unsuccessful
attempts to negotiate the terms of a transaction with several of your
directors, including two who are members of management. At the
conclusion of our April 10, 2000 meeting, we made an offer to purchase
all of the shares of BTI that we don't already own. Subsequently, on
several occasions, representatives of BTI have indicated that while the
Board of Directors is considering our offer, it is not ready to enter
into negotiations for a transaction at this time, because it has not
yet retained investment banking advisors. These representatives
suggested that it may be several weeks before the BTI Board could
engage in meaningful negotiations. While we are still prepared to
discuss a negotiated transaction, our management strongly supports
pursuing a business combination now. We therefore plan to present our
offer directly to BTI's shareholders.
We intend to commence a tender offer within the next few days to
acquire 100% of the outstanding common shares of BTI not owned by
Saint-Gobain and its affiliates at a price of $8.00 per share, in cash.
This represents a premium of approximately 46% to Friday's closing
price of $5.50 per share, and a premium of almost 78% to the closing
price of one month ago. We believe that this is a full and fair price
that fairly reflects the benefits to be obtained from a combination of
our businesses and presents a unique and compelling opportunity for the
shareholders of BTI. A combination is clearly in the best interests of
both companies and all of their constituencies, and we are committed to
completing it. Given Saint-Gobain's strong financial condition, the
proposed transaction would not be subject to any financing
contingencies.
We believe that the transaction we are proposing is in the best
interest of BTI's shareholders and will allow them to receive possible
future value today. We urge BTI's Board of Directors to recognize the
immediate and long-term value of this transaction for BTI shareholders.
We are available to meet with you and your representatives to discuss
this matter at your earliest convenience.
Yours sincerely,
/s/ Roberto Caliari
_____________________________________
Roberto Caliari
22
Before the trading markets for the Company's Common Stock had opened, Parent
released the following press release and filed it with the Commission:
CertainTeed Corporation Offers $8.00 per share for Brunswick Technologies, Inc.
Valley Forge, Pennsylvania, April 17, 2000-CertainTeed Corporation,
a wholly owned subsidiary of Compagnie de Saint-Gobain (Paris, France),
announced today that it intends to commence a tender offer for all of
the approximately 5.2 million outstanding common shares of Brunswick
Technologies, Inc. (Nasdaq: BTIC) not already owned by Vetrotex
CertainTeed Corporation, a wholly owned subsidiary of CertainTeed, at a
price of $8.00 per share, in cash. This offer represents a premium of
approximately 46% over BTI's closing price on Friday, April 14, 2000,
and a premium of almost 78% over the closing price of one month ago.
Vetrotex, CertainTeed's fiber glass reinforcements business, currently
owns about 14% of the outstanding shares of BTI.
The offer will commence within the next few days and is not subject
to any financing contingency. This offer is announced after
CertainTeed's repeated requests to negotiate a transaction were
deferred by BTI's directors.
CertainTeed believes that the offer delivers significant and
immediate value to BTI shareholders. Additionally, the combination of
Vetrotex and BTI can achieve benefits for both companies by bringing a
well managed, financially stronger and more diverse company together
with BTI at a crucial time in its development. CertainTeed prefers to
meet with representatives of BTI to pursue meaningful negotiations but,
if not, CertainTeed believes that BTI shareholders should be given the
opportunity to consider and act upon the offer.
Lehman Brothers Inc. has been retained as CertainTeed's financial
advisor in connection with this offer.
This news release is for informational purposes only. It is not an
offer to buy, or the solicitation of an offer to sell, any shares of
BTI common stock. Further, it is not a solicitation of a proxy, consent
or authorization for, or with respect to, a meeting of the shareholders
of CertainTeed, any of its affiliates or BTI, or any action in lieu of
a meeting. The solicitation of offers to buy BTI common stock will only
be made pursuant to an offer to purchase and related materials that
CertainTeed Corporation will soon be sending to BTI shareholders. This
material also will be filed with the Securities and Exchange Commission
as part of a tender offer statement. BTI shareholders will be able to
obtain such tender offer statement, including the offer to purchase and
related materials, for free at the Commission's Web site at
www.sec.gov. Such documents also will be available at no charge from
CertainTeed Corporation's information agent, Innisfree M&A
Incorporated, at 212-750-5833 or 1-888-750-5834. BTI shareholders are
urged to carefully read the complete terms and conditions of those
materials prior to making any decisions with respect to an actual
offer.
BTI develops and manufactures engineered reinforcements for the
composite industry. Examples of products manufactured with BTI
engineered reinforcements include ballistic armor, boats, snowboards,
truck panels, wind-blades, automotive parts, marine pilings, bridges,
and offshore oil and gas production equipment. BTI has manufacturing
facilities in Maine, Texas and the UK.
CertainTeed Corporation is a leading manufacturer of roofing; vinyl
and fiber cement siding; vinyl windows; vinyl fencing, deck and
railing; ventilation products; piping products; fiber glass insulation;
and fiber glass products for reinforcing plastics and other materials.
The company is headquartered in Valley Forge, Pennsylvania, and has
more than 7,000 employees and 45 manufacturing facilities throughout
the United States.
# # #
23
This release may contain some forward-looking statements. We
undertake no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or
otherwise.
CONTACTS:
Joele Frank / Josh Silverman
Joele Frank, Wilkinson, Brimmer, Katcher
212-355-4449 ext. 110/121
Later that day, Vetrotex delivered to the Company a notice calling a special
meeting of shareholders of the Company. The meeting was called for the purpose
of acting upon (i) a proposed amendment to the Company's Articles of
Incorporation to reduce the vote necessary to remove directors to a majority of
the outstanding shares, (ii) removal of the Board of Directors, and (iii)
election of new directors.
On April 18, 2000, Vetrotex delivered to the Company a demand for certain
shareholder records, to be produced pursuant to the MBCA and Maine common law.
Vetrotex has not yet received any response from the Company concerning this
demand.
Also, on April 18, 2000, Mr. Caliari received a letter from Mr. Grimmes
objecting to Parent's desired timetable for commencing meaningful discussions
and reiterating many of the same issues raised in the Company's prior letter
from Mr. Walmsley to Mr. Caliari of April 12, 2000. He also restated much of
the history of the communications between the parties outlined above, and
generally objected to Parent's decision to publicly release information related
to its offer. Parent does not believe any response to this communication is
warranted at this time.
On April 20, 2000, Purchaser and Parent delivered to the Company a demand
for certain shareholder lists and information, to be produced pursuant to Rule
14d-5 under the Exchange Act.
11. Purpose of the Offer; Plans for the Company.
Purpose of the Offer. The purpose of the Offer is to acquire for cash as
many outstanding Shares as possible as a first step in acquiring the entire
equity interest in the Company. Purchaser currently intends, as soon as
practicable after consummation of the Offer, to consummate the Merger between
Purchaser and the Company, in which all shareholders of the Company who did not
tender their shares in the Offer, other than Vetrotex, will receive the same
cash consideration for their Shares as in the Offer.
"Going Private" Transactions. The Commission has adopted Rule 13e-3 under
the Exchange Act which is applicable to certain "going private" transactions
and which may under certain circumstances be applicable to the Merger or
another business combination following the purchase of Shares pursuant to the
Offer in which Purchaser seeks to acquire the remaining Shares not held by it.
Rule 13e-3 requires, among other things, that certain financial information
concerning the Company and certain information relating to the fairness of the
proposed transaction and the consideration offered to minority shareholders in
such transaction be filed with the Commission and disclosed to shareholders
prior to consummation of the transaction. Purchaser believes, however, that
Rule 13e-3 is not applicable to the Merger.
Shareholder Approval of Merger. The MCBA generally requires a plan of merger
to be approved by a corporation's board of directors and its shareholders,
except in the case of a short-form merger (described below). Assuming that
Section 611-A of the MBCA does not apply (see Section 16 below), the
affirmative vote of the holders of a majority of the outstanding Shares is the
only vote of shareholders needed to authorize the Merger. If, however, the
Merger is consummated in accordance with the short-form merger provisions under
the MBCA described below, no action by the shareholders of the Company will be
required to consummate the Merger. Purchaser intends the Company to be the
surviving entity following the Merger, unless the Merger is consummated as a
short-form merger.
24
Short-Form Merger. Under Section 904 of the MBCA, if a parent corporation
owns at least 90% of the outstanding shares of each class of a subsidiary
corporation, the merger of the subsidiary corporation into the parent
corporation may be effected by having the board of directors of the parent
corporation approve and adopt a plan of merger, without any action or vote on
the part of the shareholders of the subsidiary corporation. Such a merger
cannot become effective until at least 30 days after mailing of the plan of
merger to all subsidiary corporation shareholders. If Purchaser acquires,
pursuant to the Offer or otherwise, at least 90% of the outstanding Shares,
Purchaser would expect to take all necessary and appropriate action to cause
the Merger to be effective as soon as practicable, without a meeting of
shareholders of the Company. If the Merger is effected in this manner, the
Purchaser will be the surviving entity following the Merger.
Dissenters' Rights. Holders of Shares do not have dissenters' rights as a
result of the Offer itself. However, in connection with the planned Merger,
holders of Shares, by complying with the provisions of the MBCA, would have
certain rights to dissent and to require the Company to purchase their Shares
for cash at "fair value." In general, a shareholder will be entitled to
exercise dissenters' rights under the MBCA only if the dissenting shareholder
has filed with the Company before or at the shareholder meeting at which the
Merger is to be submitted to a vote a written objection to the Merger, has not
voted in favor of the Merger, and has delivered or mailed his or her objection
to the Merger within fifteen days after the date on which the shareholder vote
was taken (or, in the case of a short-form merger, has delivered or mailed his
or her objection within fifteen days after notice of the plan of merger was
mailed to shareholders of the subsidiary corporation).
If the statutory procedures under the MBCA relating to dissenters' rights
are complied with, the dissenting shareholders or the Company can seek a
judicial determination of the "fair value" of the Shares. The "fair value"
would be determined as of the day before the date on which the vote of
shareholders was taken to approve the Merger (or the director vote, in the case
of a short-form merger), excluding any appreciation or depreciation in
anticipation of the Merger. The value so determined could be more or less than
the Offer Price.
The foregoing summary of the rights of dissenting shareholders does not
purport to be a complete statement of the procedures to be followed by
shareholders desiring to exercise any available dissenters' rights and is
qualified in its entirety by reference to the MBCA. The preservation and
exercise of dissenters' rights require strict adherence to the applicable
provisions of the MBCA. Additional details concerning dissenters' rights will
appear in a proxy statement or information statement or other materials sent to
Company shareholders in connection with the Merger.
Plans for the Company. In connection with its consideration of the Offer,
Parent has made a preliminary review, and will continue to review, on the basis
of available information, various possible business strategies that it might
consider in the event that it acquires control of the Company. Such strategies
may include, among other things, the integration of certain assets or lines of
business of the Company with those of Parent and its subsidiaries, as well as
the implementation of technical and industrial savings and synergies created by
the transaction.
Except as described above or elsewhere in this Offer to Purchase, Parent has
no present plans or proposals that would relate to or result in an
extraordinary corporate transaction involving the Company or any of its
subsidiaries (such as a merger, reorganization, liquidation, relocation of any
operations or sale or other transfer of a material amount of assets), any
material change in the Company's capitalization policy or any other material
change in the Company's corporate structure or business.
12. Effect of the Offer on the Market for the Shares; Stock Exchange
Listing; Registration under the Exchange Act. The purchase of Shares pursuant
to the Offer will reduce the number of Shares that might otherwise trade
publicly and may reduce the number of holders of Shares, which could adversely
affect the liquidity and market value of the remaining Shares held by
shareholders other than Purchaser. Purchaser cannot predict whether the
reduction in the number of Shares that might otherwise trade publicly would
have an adverse or beneficial effect on the market price for, or marketability
of, the Shares or whether such reduction would cause future market prices to be
greater or less than the Offer Price.
25
Depending upon the number of Shares purchased pursuant to the Offer, the
Shares may no longer meet the requirements of The Nasdaq Stock Market for
continued listing and may, therefore, be delisted from such exchange. According
to The Nasdaq Stock Market's published guidelines, the Shares would not be
eligible for continued listing on The Nasdaq National Market tier if, among
other things, the number of publicly held Shares (excluding Shares held by
officers, directors, their immediate families and other concentrated holdings
of 10% or more) were less than 750,000, there were fewer than 400 beneficial
round lot holders of at least 100 Shares or the aggregate market value of such
publicly held Shares was less than $5 million. If the Shares were no longer
eligible for inclusion in The Nasdaq National Market tier, they may
nevertheless continue to be included in The Nasdaq Stock Market unless, among
other things, the public float was less than 500,000 shares, there were fewer
than 300 beneficial round lot shareholders in total or the market value of the
public float was less than $1 million. According to the Company 10-K, there
were approximately 3,600 holders of record of Shares as of March 24, 2000. If,
as a result of the purchase of Shares pursuant to the Offer, the Shares no
longer meet the requirements of The Nasdaq Stock Market for continued listing
and the listing of Shares is discontinued, the market for the Shares could be
adversely affected.
If The Nasdaq Stock Market were to delist the Shares (which Purchaser
intends to cause the Company to seek if it acquires control of the Company and
the Shares no longer meet The Nasdaq Stock Market listing requirements), it is
possible that the Shares could trade on another securities exchange or in the
over-the-counter market and that price quotations for the Shares would be
reported by such exchange or through the National Association of Securities
Dealers Automated Quotation Systems or other sources. The extent of the public
market for the Shares and availability of such quotations would, however,
depend upon such factors as the number of holders and/or the aggregate market
value of the publicly held Shares at such time, the interest in maintaining a
market in the Shares on the part of securities firms, the possible termination
of registration of the Shares under the Exchange Act and other factors.
The Shares are currently "margin securities" under the regulations of the
Board of Governors of the Federal Reserve System, which has the effect, among
other things, of allowing brokers to extend credit on the collateral of such
Shares. Depending upon factors similar to those described above regarding
listing and market quotations, it is possible that, following the Offer, the
Shares might no longer constitute "margin securities" for the purposes of the
Federal Reserve Board's margin regulations and therefore could no longer be
used as collateral for loans made by brokers.
The Shares are currently registered under the Exchange Act. Such
registration may be terminated upon application of the Company to the
Commission if the Shares are neither listed on a national securities exchange
nor held by 300 or more holders of record. Termination of the registration of
the Shares under the Exchange Act would substantially reduce the information
required to be furnished by the Company to holders of Shares and to the
Commission and would make certain of the provisions of the Exchange Act, such
as the short-swing profit recovery provisions of Section 16(b), the requirement
of furnishing a proxy statement pursuant to Section 14(a) in connection with a
shareholder's meeting and the related requirement of an annual report to
shareholders, and the requirements of Rule 13e-3 under the Exchange Act with
respect to "going private" transactions, no longer applicable to the Shares.
Furthermore, "affiliates" of the Company and persons holding "restricted
securities" of the Company may be deprived of the ability to dispose of such
securities pursuant to Rule 144 promulgated under the Securities Act of 1933,
as amended (the "Securities Act"). If registration of the Shares under the
Exchange Act were terminated, the Shares would no longer be "margin securities"
or be eligible for Nasdaq Stock Market listing. Purchaser intends to seek to
cause the Company to terminate registration of the Shares under the Exchange
Act as soon after consummation of the Offer as the requirements for termination
of registration of the Shares are met.
13. Dividends and Distributions. If on or after April 20, 2000, the Company
should split, combine or otherwise change the Shares or its capitalization,
acquire or otherwise cause a reduction in the number of outstanding Shares or
issue or sell any additional Shares (other than Shares issued pursuant to and
in accordance with the terms in effect on April 20, 2000 of stock options
outstanding prior to such date), shares of any other class or series of capital
stock, other voting securities or any securities convertible into, or options,
26
rights, or warrants, conditional or otherwise, to acquire, any of the
foregoing, then, without prejudice to Purchaser's rights under Sections 14 and
15, Purchaser may, in its sole discretion, make such adjustments in the
purchase price and other terms of the Offer as it deems appropriate including
the number or type of securities to be purchased.
If, on or after April 20, 2000, the Company should declare or pay any
dividend on the Shares or any distribution with respect to the Shares
(including the issuance of additional Shares or other securities or rights to
purchase any securities) that is payable or distributable to shareholders of
record on a date prior to the transfer to the name of Purchaser or its nominee
or transferee on the Company's stock transfer records of the Shares purchased
pursuant to the Offer, then, without prejudice to Purchaser's rights under
Sections 14 and 15, (i) the purchase price per Share payable by Purchaser
pursuant to the Offer will be reduced to the extent of any such cash dividend
or distribution and (ii) the whole of any such non-cash dividend or
distribution to be received by the tendering shareholders will (a) be received
and held by the tendering shareholders for the account of Purchaser and will be
required to be promptly remitted and transferred by each tendering shareholder
to the Depositary for the account of Purchaser, accompanied by appropriate
documentation of transfer, or (b) at the direction of Purchaser, be exercised
for the benefit of Purchaser, in which case the proceeds of such exercise will
promptly be remitted to Purchaser. Pending such remittance and subject to
applicable law, Purchaser will be entitled to all rights and privileges as
owner of any such non-cash dividend or distribution or proceeds thereof and may
withhold the entire purchase price or deduct from the purchase price the amount
or value thereof, as determined by Purchaser in its sole discretion.
14. Extension of Tender Period; Termination; Amendment. Purchaser reserves
the right, at any time or from time to time, in its sole discretion and
regardless of whether or not any of the conditions specified in Section 15
shall have been satisfied, (i) to extend the period of time during which the
Offer is open by giving oral or written notice of such extension to the
Depositary and by making a public announcement of such extension, (ii) to waive
any conditions to the Offer by making a public announcement of such waiver or
(iii) to amend the Offer in any respect. There can be no assurance that
Purchaser will exercise its right to extend or waive any condition of, or
amend, the Offer.
If Purchaser increases or decreases the number of Shares being sought or
increases or decreases the consideration to be paid for Shares pursuant to the
Offer and the Offer is scheduled to expire at any time before the expiration of
a period of 10 business days from, and including, the date that notice of such
increase or decrease is first published, sent or given in the manner specified
below, the Offer will be extended until the expiration of such period of 10
business days. If Purchaser makes a material change in the terms of the Offer
(other than a change in price or number of securities sought) or in the
information concerning the Offer, or waives a material condition of the Offer,
Purchaser will extend the Offer, to the extent required by Rules 14d-(4)(d)(1),
14d-6(c) or 14e-1(d) under the Exchange Act, for a period sufficient to allow
shareholders to consider the amended terms of the Offer. In a published
release, the Commission has stated that in its view an offer must remain open
for a minimum period of time following a material change in the terms of such
offer and that the waiver of a condition such as the Minimum Condition is a
material change in the terms of an offer. The release states that an offer
should remain open for a minimum of five business days from the date the
material change is first published, sent or given to security holders, and that
if material changes are made with respect to information that approaches the
significance of price and share levels, a minimum of 10 business days may be
required to allow adequate dissemination and investor response.
Purchaser also reserves the right, in its sole discretion, in the event any
of the conditions specified in Section 15 shall not have been satisfied and so
long as Shares have not theretofore been accepted for payment, to delay (except
as otherwise required by applicable law) acceptance for payment of or payment
for Shares or to terminate the Offer and not accept for payment or pay for
Shares.
If Purchaser extends the period of time during which the Offer is open, is
delayed in accepting for payment or paying for Shares or is unable to accept
for payment or pay for Shares pursuant to the Offer for any reason, then,
without prejudice to Purchaser's rights under the Offer, the Depositary may, on
behalf of
27
Purchaser, retain all Shares tendered, and such Shares may not be withdrawn
except as otherwise provided in Section 4. The reservation by Purchaser of the
right to delay acceptance for payment of or payment for Shares is subject to
applicable law, which requires that Purchaser pay the consideration offered or
return the Shares deposited by or on behalf of shareholders promptly after the
termination or withdrawal of the Offer.
Any extension, termination, waiver of any condition or amendment of the
Offer will be followed as promptly as practicable by a public announcement
thereof. Without limiting the manner in which Purchaser may choose to make any
public announcement, Purchaser will have no obligation (except as otherwise
required by applicable law) to publish, advertise or otherwise communicate any
such public announcement other than by making a release to the Dow Jones News
Service. In the case of an extension of the Offer, Purchaser will make a public
announcement of such extension no later than 9:00 a.m., New York City time, on
the next business day after the previously scheduled Expiration Date.
15. Certain Conditions of the Offer. Notwithstanding any other provision of
the Offer, Purchaser shall not be required to accept for payment or, subject to
any applicable rules and regulations of the Commission, including Rule 14e-1(c)
under the Exchange Act (relating to Purchaser's obligation to pay for or return
tendered Shares after the termination or withdrawal of the Offer), pay for any
Shares, and may terminate the Offer as provided in Section 14, if:
(a) the Minimum Condition has not been satisfied or waived by the
Expiration Date;
(b) the Purchaser and Parent are not satisfied, in their sole
discretion, that the provisions of Section 611-A of the MBCA are
inapplicable to the acquisition of Shares pursuant to the Offer and any
subsequent business transaction involving the Purchaser, Parent or Saint-
Gobain with the Company, including the Merger;
(c) the applicable waiting period under the HSR Act has not expired or
been terminated by the Expiration Date;
(d) the Rights have not been redeemed by the Board of Directors of the
Company, or Purchaser and Parent are not satisfied, in their sole
discretion, that the Rights are inapplicable to the Offer and any
subsequent business transaction involving Purchaser, Parent and Saint-
Gobain with the Company, including the Merger; or
(e) at any time on or after April 20, 2000 and prior to the Expiration
Date, any of the following conditions exist:
(1) there shall be instituted or pending any action, investigation
or proceeding by any government or governmental authority or agency,
domestic or foreign, or by any other person, before any court or
governmental authority or agency, domestic or foreign,
. challenging the acquisition by Purchaser of any Shares under
the Offer, seeking to restrain or prohibit the making or
consummation of the Offer or the Merger, or seeking to require the
Company, Purchaser or Parent to pay any damages related to the Offer
or the Merger that are material in relation to the Company taken as
a whole,
. seeking to impose material limitations on the ability of
Purchaser or to render Purchaser unable to accept for payment, pay
for, or purchase some or all of the Shares pursuant to the Offer, or
to consummate the Merger,
. seeking to restrain or prohibit Purchaser's or Parent's
ownership or operation (or that of their affiliates) of all or any
portion of the business or assets of the Company and its
subsidiaries or of Parent and its affiliates or to compel Purchaser
or Parent or any of their affiliates to dispose of or hold separate
all or any portion of the business or assets of the Company and its
subsidiaries or of Parent and its affiliates,
. seeking to impose limitations on the ability of Purchaser,
Parent or any of their affiliates effectively to exercise full
rights of ownership of the Shares, including, without limitation,
the right to vote any Shares acquired or owned by Purchaser, Parent
or any of their affiliates on all matters properly presented to the
Company's shareholders,
28
. seeking to require divestiture by Purchaser, Parent or any of
their affiliates of any Shares,
. that otherwise is reasonably likely to have a material adverse
effect on the business, properties, assets, liabilities,
capitalization, shareholders' equity, condition (financial or
otherwise), operations, licenses or franchises, results of
operations or prospects of the Company;
(2) there shall have been any action taken, or any statute, rule,
regulation, injunction, order or decree proposed, enacted, enforced,
promulgated, issued or deemed applicable to the Offer or the Merger, by
any court, government or governmental authority or agency, domestic or
foreign, other than the routine application of the waiting period
provisions of the HSR Act to the Offer or the Merger, that is reasonably
likely, directly or indirectly, to result in any of the consequences
referred to in any of the clauses of paragraph (1) above;
(3) any person shall have entered into a definitive agreement or an
agreement in principle with the Company regarding an Acquisition
Proposal (as defined below);
(4) the Board of Directors of the Company shall have recommended, or
publicly announced its intention to enter into, a definitive agreement
or an agreement in principle with respect to an Acquisition Proposal;
(5) it shall have been publicly disclosed, or Purchaser or Parent
shall have otherwise learned, that any person or "group" (as defined in
Section 13(d)(3) of the Exchange Act), other than Purchaser, Parent or
any of their affiliates, shall have acquired beneficial ownership of
more than 15% of any class or series of capital stock of the Company
(including the Shares), through the acquisition of stock, the formation
of a group or otherwise, or shall have been granted any option, right or
warrant, conditional or otherwise, to acquire beneficial ownership of
more than 15% of any class or series of capital stock of the Company
(including the Shares);
(6) a tender or exchange offer for any Shares shall be made or
publicly proposed to be made by any other person (including the Company
or any of its subsidiaries or affiliates) or it shall be publicly
disclosed, or Purchaser, Parent or any of their affiliates shall
otherwise learn, that (a) any person, entity (including the Company or
any of its subsidiaries) or "group" (within the meaning of Section
13(d)(3) of the Exchange Act) has acquired or proposes to acquire,
through the acquisition of Shares, the formation of a group or
otherwise, beneficial ownership of any other class or series of capital
stock of the Company, or shall have been granted any right, option or
warrant, conditional or otherwise, to acquire beneficial ownership of
such class or series of capital stock of the Company, (b) any person or
group shall enter into a definitive agreement or an agreement in
principle or make a proposal with respect to an Acquisition Proposal or
(c) any person shall file a Notification and Report Form under the HSR
Act or make a public announcement of an Acquisition Proposal;
(7) any change (or any condition, event or development involving a
prospective change) shall have occurred or been threatened in the
business, properties, assets, liabilities, capitalization, shareholders'
equity, condition (financial or otherwise), operations, licenses,
franchises, permits, permit applications, results of operations or
prospects of the Company or any of its subsidiaries or affiliates which,
in the sole judgement of Purchaser, Parent or Saint-Gobain, is or may be
materially adverse to the Company or any of its subsidiaries or
affiliates, or Purchaser, Parent or Saint-Gobain shall have become aware
of any fact which, in the sole judgment of any of them, has or may have
adverse significance with respect to either the value of the Company or
any of its subsidiaries or the value of the Shares to Purchaser, Parent,
Saint-Gobain or any of their affiliates;
(8) there shall have occurred or been threatened (a) any general
suspension of trading in, or limitation on prices for, securities on any
national securities exchange or in the over-the-counter market in the
United States, (b) any extraordinary or adverse change in the financial
markets or major stock exchange indices in the United States or abroad
or in the market price of the Shares, (c) any change in the general
political, market, economic or financial conditions in the United States
or abroad that could, in the sole judgment of Purchaser, Parent or
Saint-Gobain, have a material adverse effect upon the business,
properties, assets, liabilities, capitalization, shareholders' equity,
condition (financial or otherwise), operations, licenses or franchises,
results of operations or prospects of the
29
Company or any of its subsidiaries or affiliates, or material change in
United States currency exchange rates or a suspension of, or limitation
on, the markets therefor, (d) a declaration of a banking moratorium or
any suspension of payments in respect of banks in the United States or
abroad, (e) any limitation (whether or not mandatory) by any
government, domestic, foreign or supranational, or governmental entity
on, or other event that, in the sole judgment of Purchaser, Parent or
Saint-Gobain, might affect the extension of credit by banks or other
lending institutions or (f) in the case of any of the foregoing
existing at the time of the commencement of the Offer, an acceleration
or worsening thereof;
(9) there shall have occurred a commencement of a war or armed
hostilities or other national or international crises or calamity
directly or indirectly involving the United States or foreign countries
that is reasonably expected to have a material adverse effect upon the
business, properties, assets, liabilities, capitalization,
shareholders' equity, condition (financial or otherwise), operations,
licenses or franchises, results of operations or prospects of the
Company or any of its subsidiaries or affiliates;
(10) the Company's Board of Directors shall have granted any
severance agreements to Company employees or officers that Purchaser or
Parent in their sole discretion determines could have a material
adverse effect on the business, properties, assets, liabilities,
capitalization, shareholders' equity, condition (financial or
otherwise), operations, licenses or franchises, results of operations
or prospects of the Company or any of its subsidiaries or affiliates;
or
(11) the Company's shareholders shall have approved the Company's
proposed amendment to its 1997 Equity Incentive Plan included in the
Company's Proxy Statement dated April 17, 2000, or any similar
proposal.
An "Acquisition Proposal" shall mean an inquiry, offer or proposal regarding
any of the following involving the Company or any of its subsidiaries: (w) any
merger, consolidation, share exchange, recapitalization, business combination
or other similar transaction, (x) any sale, lease, exchange, transfer or other
disposition of all or substantially all the assets of the Company and its
subsidiaries, taken as a whole, in a single transaction or series of related
transactions, or (y) any tender offer or exchange offer for 15% or more of the
outstanding Shares or the filing of a registration statement under the
Securities Act in connection therewith.
The foregoing conditions are for the sole benefit of Purchaser and Parent
and may be waived by Purchaser and Parent in whole or in part at any time and
from time to time in their discretion. The failure by Purchaser or Parent at
any time to exercise any of the foregoing rights shall not be deemed a waiver
of any such right, the waiver of any such right with respect to particular
facts and circumstances shall not be deemed a waiver with respect to any other
facts and circumstances, and each such right shall be deemed an ongoing right
that may be asserted at any time and from time to time prior to the Expiration
Date.
A public announcement may be made of a material change in, or waiver of,
such conditions and the Offer may, in certain circumstances, be extended in
connection with any such change or waiver.
16. Certain Legal Matters; Regulatory Approvals.
General. Purchaser is not aware of any material pending legal proceeding
relating to the Offer. Based on its examination of publicly available
information filed by the Company with the Commission and other publicly
available information concerning the Company, Purchaser is not aware of any
governmental license or regulatory permit that appears to be material to the
Company's business that might be adversely affected by Purchaser's acquisition
of Shares as contemplated herein or, except as set forth below, of any approval
or other action by any government or governmental administrative or regulatory
authority or agency, domestic or foreign, that would be required for the
acquisition or ownership of Shares by Purchaser as contemplated herein. Should
any such approval or other action be required, Purchaser currently contemplates
that such approval or other action will be sought. Except as described under
"Antitrust" below, there is, however, no current intent to
30
delay the purchase of Shares tendered pursuant to the Offer pending the outcome
of any such matter. There can be no assurance that any such approval or other
action, if needed, would be obtained or would be obtained without substantial
conditions or that if such approvals were not obtained or such other actions
were not taken adverse consequences might not result to the Company's business
or certain parts of the Company's business might not have to be disposed of,
any of which could cause Purchaser to elect to terminate the Offer without the
purchase of Shares thereunder. Purchaser's obligation under the Offer to accept
for payment, and pay for, Shares is subject to certain conditions. See Section
15.
Takeover Statutes in Maine. The Company is incorporated under the laws of
the State of Maine. The following provisions should be noted in connection with
the Offer and any merger following consummation of the Offer:
(a) Section 611-A of the MBCA. The Offer is conditioned on Section 611-A
being inapplicable to the Purchaser and its affiliates, as confirmed to the
satisfaction of Purchaser and Parent. See Section 15.
Under certain circumstances, Section 611-A of the MBCA prohibits a Maine
corporation from engaging in specified business combinations within five
years after a person first becomes an interested stockholder. The term
"interested stockholder" means (i) the beneficial owner of 25% or more of
the outstanding voting stock of the corporation or (ii) an affiliate or
associate of the corporation that, at any time within the five-year period
immediately prior to the date in question, was the beneficial owner of 25%
or more of the outstanding voting stock of the corporation. The types of
"business combinations" covered by the statute include, among others,
mergers and consolidations, liquidations, reorganizations and certain asset
transfers or stock issuances.
A business combination is not prohibited by Section 611-A if it occurs
more than five years after the "stock acquisition date," which with respect
to any person and any Maine corporation means the date that person first
becomes an interested stockholder of that corporation or if, on the
interested stockholder's stock acquisition date, the corporation did not
have a class of voting stock registered or traded on a national securities
exchange or registered with the Commission under Section 12(g) of the
Exchange Act. In August 1993, Parent acquired beneficial ownership of more
than 25% of the outstanding voting stock of the Company. This ownership
position was diluted to its current level in February 1997, due to the
Company's initial public offering of Common Stock. Purchaser may seek
judicial confirmation that, under these circumstances, Section 611-A will
be inapplicable if the Offer is consummated by Purchaser.
A business combination also is not prohibited if it is approved by the
corporation's board of directors prior to the stock acquisition date, or by
both the board of directors and a majority vote of shareholders other than
the interested stockholder, its affiliates or associates, and the
corporation's directors, officers or employees. In order to assure the
inapplicability of Section 611-A, Purchaser and Vetrotex may seek advance
approval of the Merger by the Company's Board of Directors prior to
consummating the Offer. If the Board of Directors does not promptly approve
the Merger, Purchaser and Vetrotex may seek a vote of Company shareholders
in order to remove the Company's Board of Directors and elect new
directors.
On April 17, 2000, Vetrotex submitted a notice to the Company which
calls a special meeting of the shareholders for the purpose of acting upon
(i) a proposed amendment to the Company's Articles of Incorporation to
reduce the vote necessary to remove directors to a majority of the
outstanding shares, (ii) removal of the Board of Directors, and (iii)
election of new directors. Under Section 805(4) of the MBCA, the holders of
10% or more of any class of stock may require the Board of Directors to
submit a proposed Articles amendment to the shareholders at a special or
annual meeting. Under the Company's Bylaws, special meetings of
shareholders may be called by (among others) the holders of not less than
10% of the shares entitled to vote. The Company has certain rights to set
the date of such meeting. To Purchaser's knowledge, no such date has yet
been set. Under Section 604(2)(A) of the MBCA, the date of the meeting must
occur within 60 days after Vetrotex's request, i.e., by June 16, 2000.
31
Vetrotex currently owns less than 25% of the outstanding voting stock of
the Company. If Vetrotex or Purchaser were to acquire such a number of
Shares that would cause them to own more than 25% of the Company's
outstanding voting stock, Section 611-A could apply unless Vetrotex is
deemed to have first become an "interested stockholder" in 1993, at the
time it acquired more than 25% of the then outstanding Common Stock.
As discussed below, some anti-takeover statutes in other states have
been ruled unconstitutional. The constitutionality of Section 611-A has
never been ruled upon by any court. Purchaser may seek a ruling to the
effect that Section 611-A is unconstitutional on its face, or as applied to
these circumstances.
(b) Section 910 of the MBCA. Section 910 of the MBCA generally provides
each shareholder of a publicly held Maine corporation with the right to
demand payment of the "fair value" of his or her shares if any person or
group acquires 25% or more of any class of voting stock of the corporation.
As permitted by Section 910, the Company's shareholders have amended its
Articles of Incorporation to exclude the Company from the statute. The
Purchaser therefore believes that Section 910 is inapplicable to the Offer
and the Merger.
State Takeover Statutes-Other. A number of states have adopted laws which
purport, to varying degrees, to apply to attempts to acquire corporations that
are incorporated in, or which have substantial assets, shareholders, principal
executive offices or principal places of business or whose business operations
otherwise have substantial economic effects in, such states. The Company,
directly or through subsidiaries, conducts business in a number of states
throughout the United States, some of which have enacted such laws. Except as
described herein, Purchaser does not know whether any of these laws will, by
their terms, apply to the Offer or any merger or other business combination
between Purchaser or any of its affiliates and the Company, and has not
complied with any such laws. To the extent that certain provisions of these
laws purport to apply to the Offer or any such merger or other business
combination, Purchaser believes that there are reasonable bases for contesting
such laws.
In 1982, in Edgar v. MITE Corp., the Supreme Court of the United States
invalidated on constitutional grounds the Illinois Business Takeover Statute
which, as a matter of state securities law, made takeovers of corporations
meeting certain requirements more difficult. However, in 1987 in CTS Corp. v.
Dynamics Corp. of America, the Supreme Court held that the State of Indiana
could, as a matter of corporate law, constitutionally disqualify a potential
acquiror from voting shares of a target corporation without the prior approval
of the remaining shareholders where, among other things, the corporation is
incorporated in, and has a substantial number of shareholders in, the state.
Subsequently, in TLX Acquisition Corp. v. Telex Corp., a Federal District Court
in Oklahoma ruled that the Oklahoma statutes were unconstitutional insofar as
they apply to corporations incorporated outside Oklahoma in that they would
subject such corporations to inconsistent regulations. Similarly, in Tyson
Foods, Inc. v. McReynolds, a Federal District Court in Tennessee ruled that
four Tennessee takeover statutes were unconstitutional as applied to
corporations incorporated outside Tennessee. This decision was affirmed by the
United States Court of Appeals for the Sixth Circuit. In December 1988, a
Federal District Court in Florida held in Grand Metropolitan PLC v. Butterworth
that the provisions of the Florida Affiliated Transactions Act and the Florida
Control Share Acquisition Act were unconstitutional as applied to corporations
incorporated outside of Florida.
If any government official or third party should seek to apply any state
takeover law to the Offer or any merger or other business combination between
Purchaser or any of its affiliates and the Company, Purchaser will take such
action as then appears desirable, which action may include challenging the
applicability or validity of such statute in appropriate court proceedings. In
the event it is asserted that one or more state takeover statutes is applicable
to the Offer or any such merger or other business combination, and an
appropriate court does not determine that it is inapplicable or invalid as
applied to the Offer or any such merger or other business combination,
Purchaser might be required to file certain information with, or to receive
approvals from, the relevant state authorities or holders of Shares, and
Purchaser might be unable to accept for payment or pay for Shares tendered
pursuant to the Offer, or be delayed in continuing or consummating the Offer or
any such merger or other business combination. In such case, Purchaser may not
be obligated to accept for payment or pay for any tendered Shares. See Section
15.
32
Antitrust-United States. Under the HSR Act and the rules that have been
promulgated thereunder by the Federal Trade Commission (the "FTC"), certain
acquisition transactions may not be consummated unless certain information has
been furnished to the Antitrust Division of the Department of Justice (the
"Antitrust Division") and the FTC and certain waiting period requirements have
been satisfied. The purchase of Shares pursuant to the Offer is subject to such
requirements.
Pursuant to the requirements of the HSR Act, Purchaser will file a
Notification and Report Form with respect to the Offer with the Antitrust
Division and the FTC. The waiting period applicable to the purchase of Shares
pursuant to the Offer is expected to expire prior to May 17, 2000. However,
prior to such time, the Antitrust Division or the FTC may extend the waiting
period by requesting additional information or documentary material relevant to
the Offer from Purchaser. If such a request is made, the waiting period will be
extended until 11:59 p.m., New York City time, on the tenth day after
substantial compliance by Purchaser with such request. Thereafter, such waiting
period can be extended only by court order.
A request will be made pursuant to the HSR Act for early termination of the
waiting period applicable to the Offer. There can be no assurance, however,
that the applicable 15-day HSR Act waiting period will be terminated early.
Shares will not be accepted for payment or paid for pursuant to the Offer until
the expiration or earlier termination of the applicable waiting period under
the HSR Act. See Section 15. Subject to Section 4, any extension of the waiting
period will not give rise to any withdrawal rights not otherwise provided for
by applicable law. If Purchaser's acquisition of Shares is delayed pursuant to
a request by the Antitrust Division or the FTC for additional information or
documentary material pursuant to the HSR Act, the Offer may be extended.
The Antitrust Division and the FTC frequently scrutinize the legality under
the antitrust laws of transactions such as the acquisition of Shares by
Purchaser pursuant to the Offer. At any time before or after the consummation
of any such transactions, the Antitrust Division or the FTC could take such
action under the antitrust laws as it deems necessary or desirable in the
public interest, including seeking to enjoin the purchase of Shares pursuant to
the Offer or seeking divestiture of the Shares so acquired or divestiture of
substantial assets of Purchaser or the Company. Private parties (including
individual states) may also bring legal actions under the antitrust laws.
Purchaser does not believe that the consummation of the Offer will result in a
violation of any applicable antitrust laws. However, there can be no assurance
that a challenge to the Offer on antitrust grounds will not be made, or if such
a challenge is made, what the result will be. See Section 15 for certain
conditions to the Offer, including conditions with respect to litigation and
certain governmental actions.
Antitrust-Other Foreign Laws. Parent and Purchaser believe that no antitrust
filings or notifications with foreign governmental or regulatory authorities
will be required in connection with the Offer or the Merger.
17. Fees and Expenses. Lehman Brothers is acting as financial advisor to
Purchaser and Parent in connection with the proposed acquisition of the Company
and is acting as Dealer Manager in connection with the Offer. Parent paid to
Lehman Brothers as compensation for its services as financial advisor and as
Dealer Manager in connection with the Offer a fee of $350,000. Upon completion
of the Offer, Parent will pay Lehman Brothers an additional $900,000, for total
fees of $1,250,000. Parent has also agreed to reimburse Lehman Brothers for
certain dealer fees and reasonable out-of-pocket expenses incurred in
connection with the Offer (including the reasonable fees and disbursements of
outside counsel) and to indemnify Lehman Brothers and certain related persons
against certain liabilities, including, without limitation, certain liabilities
under the federal securities laws.
Purchaser has retained Innisfree M&A Incorporated to act as the Information
Agent and ChaseMellon Shareholder Services, L.L.C. to act as the Depositary in
connection with the Offer. The Information Agent may contact holders of Shares
by mail, telephone, telex, telegraph and personal interviews and may request
brokers, dealers and other nominee shareholders to forward materials relating
to the Offer to beneficial owners. The Information Agent and the Depositary
each will receive reasonable and customary compensation for their respective
services, will be reimbursed for certain out-of-pocket expenses and will be
indemnified against certain liabilities in connection therewith, including
certain liabilities under the federal securities laws.
33
None of Purchaser, Parent or Saint-Gobain will pay any fees or commissions
to any broker or dealer or any other person (other than the Dealer Manager, the
Information Agent and the Depositary) for soliciting tenders of Shares pursuant
to the Offer. Brokers, dealers, commercial banks and trust companies will, upon
request, be reimbursed by Purchaser for reasonable and necessary costs and
expenses incurred by them in forwarding materials to their customers.
18. Miscellaneous. The Offer is not being made to, nor will tenders be
accepted from or on behalf of, holders of Shares in any jurisdiction in which
the making of the Offer or acceptance thereof would not be in compliance with
the laws of such jurisdiction. However, Purchaser may, in its discretion, take
such action as it may deem necessary to make the Offer in any such jurisdiction
and extend the Offer to holders of Shares in such jurisdiction. In any
jurisdiction where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer, the Offer shall be deemed to be made on
behalf of Purchaser by Lehman Brothers or one or more registered brokers or
dealers that are licensed under the laws of such jurisdiction.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF PURCHASER, PARENT OR SAINT-GOBAIN NOT CONTAINED IN
THIS OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED.
Purchaser, Parent and Saint-Gobain have filed a Schedule TO with the
Commission, furnishing certain additional information with respect to the
Offer. The Schedule TO may be examined and copies may be obtained from the
offices of the Commission in the manner set forth in Section 7 of this Offer to
Purchase (except that such information will not be available at the regional
offices of the Commission).
VA Acquisition Corporation
April 20, 2000
34
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
1. Directors and Executive Officers of Saint-Gobain. The following table
sets forth the name, business address, present principal occupation or
employment and five-year employment history of the directors and executive
officers of Compagnie de Saint-Gobain. Where no date is shown, the individual
has occupied the position indicated or a similar position for a period of time
beyond five years. All directors and officers of Compagnie de Saint-Gobain
listed below are citizens of France, except for Mr. Breuer, who is a citizen of
Germany, Mr. Leal Maldonado, who is a citizen of Spain, Mr. Neeteson, who is a
citizen of The Netherlands, Mr. Dachowski, who is a citizen of the United
Kingdom, and Messrs. Caccini and Caliari, who are citizens of Italy. Directors
are identified by an asterisk next to their names.
Present Principal Occupation or Employment
and
Name and Business Address Five-Year Employment History
---------------------------------- -------------------------------------------
*Jean-Louis Beffa Chairman and Chief Executive Officer of
Compagnie de Saint-Gobain Compagnie de Saint-Gobain.
Les Miroirs
92096 La Defense Cedex (France)
*Isabelle Bouillot Vice President of Caisse des Depots et
Caisse des Depots et Consignations Consignations (1996-present); and Director
57, rue de Lille of Budget at the Ministry of Finances
75007 Paris (France) (until 1996).
*Dr. Rolf E. Breuer Chairman of the Management Board of
Deutsche Bank AG Deutsche Bank AG (1997-present); and Member
Taunusanlage 12 of the Management Board of Deutsche Bank
60262 Frankfurt (Germany) AG.
*Bernard Esambert Vice-Chairman of the Bollore Group.
Groupe Bollore
Tour Delmas
31-32 quai de Dion-Bouton
92811 Puteaux (France)
*Pierre Faurre Chairman and Chief Executive Officer of
SAGEM SAGEM.
6 avenue d'Iena
75783 Paris Cedex 16 (France)
*Eric d'Hautefeuille Chief Operating Officer of Compagnie de
Compagnie de Saint-Gobain Saint-Gobain (1998-present); Senior Vice
Les Miroirs President of Compagnie de Saint-Gobain
92096 La Defense Cedex (France) (1996-1998); and President of the Flat
Glass Division of Compagnie de Saint-Gobain
(until 1996).
*Jose-Luis Leal Maldonado Chairman of the Spanish Banking Association
Centro Velasquez, 64, 6(degrees) (1996-present).
E-28001 Madrid (Spain)
*Jacques-Louis Lions Professor at the College de France (Paris);
College de France President of the French Academy of Sciences
3 rue d'Ulm (1996-1998); and Vice President of The
75005 Paris (France) French Academy of Sciences (until 1996).
S-1
Present Principal Occupation or Employment
and
Name and Business Address Five-Year Employment History
-------------------------------- ---------------------------------------------
*Jean-Maurice Malot President of the Employees' and Former
Saint-Gobain Vitrage Employees' Shareholders Association and of
Les Miroirs the Supervisory Board of the Group Share
92096 La Defense Cedex (France) Savings Plan Mutual Funds of Compagnie de
Saint-Gobain (1997-present); and Manager of
the French Southern and Western subsidiaries
of the Flat Glass Division of Compagnie de
Saint-Gobain.
*Jean-Marie Messier Chairman and Chief Executive Officer of
Vivendi Group Vivendi (1998-present) and of Cegetel (1998-
42, avenue de Friedland present); and Chairman and Chief Executive
75008 Paris (France) Officer of Compagnie Generale des Eaux (until
1998).
*Gerard Mestrallet Chairman of the Management Board of
Suez/Lyonnaise des Eaux Suez/Lyonnaise des Eaux (1997-present); and
1 rue d'Astorg Chairman and Chief Executive Officer of
75008 Paris (France) Compagnie de Suez (until 1997).
*Michel Pebereau Chairman and Chief Executive Officer of
Banque Nationale de Paris Banque Nationale de Paris.
16, boulevard des Italiens
75009 Paris (France)
*Bruno Roger Managing Partner of Lazard Freres & Cie.; and
Lazard Freres & Cie. Managing Director of Lazard Freres & Co. llc.
121 boulevard Haussmann
75008 Paris (France)
Gianpaolo Caccini Senior Vice President of Compagnie de Saint-
Saint-Gobain Corporation Gobain (1996-present); President of the
750 East Swedesford Road Abrasives Division of Compagnie de Saint-
Valley Forge, Pennsylvania 19482 Gobain (2000-present); Vice Chairman,
President and Chief Executive Officer of
Saint-Gobain Corporation (1996-present);
General Delegate of Compagnie de Saint-Gobain
for the United States and Canada (1996-
present); Chairman, President, Chief
Executive Officer and Director of Norton
Company (1996-present); and President of the
Fiber Reinforcement Division of Compagnie de
Saint-Gobain (until 1996).
Emile Francois Senior Vice President of Compagnie de Saint-
Poliet Gobain (1997-present); President of the
Les Miroirs Specialized Distribution Division of
92096 La Defense Cedex (France) Compagnie de Saint-Gobain (1997-present);
Chairman and Chief Executive Officer of
Poliet (1998-present); Chairman and Chief
Executive Officer of Lapeyre (1997-present);
and President of the Industrial Ceramics
Division of Compagnie de Saint-Gobain (until
1996).
Jean-Francois Phelizon Senior Vice President of Compagnie de Saint-
Compagnie de Saint-Gobain Gobain (1998-present); and Finance Director
Les Miroirs of Compagnie de Saint-Gobain.
92096 La Defense Cedex (France)
Claude Picot Senior Vice President of Compagnie de Saint-
Saint-Gobain Emballage Gobain (1996-present); and President of the
Les Miroirs Containers Division of Compagnie de Saint-
92096 La Defense Cedex (France) Gobain.
S-2
Present Principal Occupation or Employment and
Name and Business Address Five-Year Employment History
------------------------------- ----------------------------------------------
Bernard Field Corporate Secretary of Compagnie de Saint-
Compagnie de Saint-Gobain Gobain.
Les Miroirs
92096 La Defense Cedex (France)
Herve Gastinel Vice President, Corporate Planning of
Compagnie de Saint-Gobain Compagnie de Saint-Gobain (1998-present); and
Les Miroirs Civil Services (until 1998).
92096 La Defense Cedex (France)
Jean-Paul Gelly Vice President, Human Resources of Compagnie
Compagnie de Saint-Gobain de Saint-Gobain (1998-present); and Managing
Les Miroirs Director of Saint-Gobain Development (until
92096 La Defense Cedex (France) 1998).
Jean-Claude Lehmann Vice President, Research of Compagnie de Saint
Compagnie de Saint-Gobain Gobain.
Les Miroirs
92096 La Defense Cedex (France)
Robert Pistre Advisor to the Chairman of Compagnie de Saint-
Compagnie de Saint-Gobain Gobain (1998-present); and Vice President,
Les Miroirs Human Resources of Compagnie de Saint-Gobain
92096 La Defense Cedex (France) (until 1998).
Reinier-Paul Neeteson Vice President, International Development of
Compagnie de Saint-Gobain Compagnie de Saint-Gobain (1999-present);
Les Miroirs General Delegate of Compagnie de Saint-Gobain
92096 La Defense Cedex (France) for Belgium, Netherlands, Luxembourg and
United Kingdom (1996-1999); and General
Delegate of Compagnie de Saint-Gobain for
Scandinavian countries (until 1996).
Jacques Aschenbroich President of the Flat Glass Division of
Compagnie de Saint-Gobain Compagnie de Saint-Gobain (1996-present); and
Les Miroirs Chairman of the Management Board of Vegla GmbH
92096 La Defense Cedex (France) (until 1996).
Roberto Caliari President of the Reinforcements Division of
Compagnie de Saint-Gobain Compagnie de Saint-Gobain (1996-present); and
Les Miroirs Manager of European and Korean Development of
92096 La Defense Cedex (France) the Fiber Reinforcement Division of Compagnie
de Saint-Gobain (until 1996).
Pierre-Andre de Chalendar Division Executive Vice President for the
Compagnie de Saint-Gobain Building Distribution Division of Compagnie de
General Delegation for Saint-Gobain for the United Kingdom and United
United Kingdom and Ireland States (2000-present); General Delegate of
1 Thames Park Compagnie de Saint-Gobain for the United
Lester Way--Wallingford Kingdom and Ireland (2000-present); Executive
Oxfordshire OX 10 9TA Vice President of Norton Company (1996-
United Kingdom Division present); President of the Abrasives Division
of Compagnie de Saint-Gobain (1996-2000); Vice
President of Saint-Gobain Corporation (1996-
1999).
S-3
Present Principal Occupation or Employment and
Name and Business Address Five-Year Employment History
------------------------------- ----------------------------------------------
Gilles Colas President of the Building Materials Division
Compagnie de Saint-Gobain of Compagnie de Saint-Gobain (1997-present);
Les Miroirs and Corporate Planning Director of Compagnie
92096 La Defense Cedex (France) de Saint-Gobain (until 1997).
Philippe Crouzet President of the Industrial Ceramics Division
Compagnie de Saint-Gobain of Compagnie de Saint-Gobain (1996-present);
Les Miroirs and General Delegate of Compagnie de Saint-
92096 La Defense Cedex (France) Gobain for Spain and Portugal (until 1996).
Peter R. Dachowski President of the Insulation Division of
Compagnie de Saint-Gobain Compagnie de Saint-Gobain (1996-present); and
Les Miroirs Executive Vice President of CertainTeed
92096 La Defense Cedex (France) Corporation.
Christian Streiff President of the Pipe Division of Compagnie de
Pont-a-Mousson SA Saint-Gobain (1997-present); and Managing
91 avenue de la Liberation Director of Saint-Gobain Emballage (until
54000 Nancy (France) 1997).
2. Directors and Executive Officers of Parent. The following table sets
forth the name, present principal occupation or employment and five-year
employment history of the directors and executive officers of CertainTeed
Corporation. Where no date is shown, the individual has occupied the position
indicated or a similar position for a period of time beyond five years. All
directors and officers listed below are citizens of the United States, except
for Mr. Caccini, who is a citizen of Italy, Mr. Dachowski, who is a citizen of
the United Kingdom, and Mr. Dalle, who is a citizen of France. Directors are
identified by an asterisk next to their names.
Present Principal Occupation or Employment
and
Name and Business Address Five-Year Employment History
-------------------------------- ---------------------------------------------
*Gianpaolo Caccini Chairman, President, Chief Executive Officer
Saint-Gobain Corporation and Director of CertainTeed Corporation
750 E. Swedesford Road (1996-present); Senior Vice President of
Valley Forge, Pennsylvania 19482 Compagnie de Saint-Gobain (1996-present);
President of the Abrasives Division of
Compagnie de Saint-Gobain (March 2000-
present); Vice Chairman, President and Chief
Executive Officer of Saint-Gobain Corporation
(1996-present); General Delegate of Compagnie
de Saint-Gobain for the United States and
Canada (1996-present); Chairman, President,
Chief Executive Officer and Director of
Norton Company (1996-present); and President
of the Fiber Reinforcement Division of
Compagnie de Saint-Gobain (until 1996).
*George B. Amoss Vice President - Finance of CertainTeed
Saint-Gobain Corporation Corporation and Saint-Gobain Corporation.
750 E. Swedesford Road
Valley Forge, Pennsylvania 19482
Peter R. Dachowski Executive Vice President of CertainTeed
Compagnie de Saint-Gobain Corporation; and President of the Insulation
Les Miroirs Division of Compagnie de Saint-Gobain (1996-
92096 La Defense Cedex (France) present).
S-4
Present Principal Occupation or Employment
and
Name and Business Address Five-Year Employment History
-------------------------------- ---------------------------------------------
Bradford C. Mattson Executive Vice President of CertainTeed
Saint-Gobain Corporation Corporation; Vice President of Saint-Gobain
750 E. Swedesford Road Corporation; and President of Vetrotex
Valley Forge, Pennsylvania 19482 CertainTeed Corporation (until 1996).
Lloyd C. Ambler President, Pipe & Plastics Group of
CertainTeed Corporation CertainTeed Corporation; and Vice President
750 E. Swedesford Road of CertainTeed Corporation.
Valley Forge, Pennsylvania 19482
Dennis J. Baker Vice President of CertainTeed Corporation and
Norton Company Saint-Gobain Corporation; and Vice President,
One New Bond Street Human Resources of the Abrasives Division of
Worcester, Massachusetts 01615 Compagnie de Saint-Gobain.
Bruce H. Cowgill President, Insulation Group of CertainTeed
CertainTeed Corporation Corporation (1996-present); Vice President of
750 E. Swedesford Road CertainTeed Corporation (1996-present); and
Valley Forge, Pennsylvania 19482 Vice President and General Manager of the
Insulation Group of CertainTeed Corporation
(until 1996).
Jean-Paul Dalle Vice President of CertainTeed Corporation
Vetrotex CertainTeed Corporation (1996-present); Director, President and Chief
4515 Allendale Road Operating Officer of Vetrotex CertainTeed
Wichita Falls, Texas 76310 Corporation (1996-present); and Vice
President, Research and Development,
Reinforcements Branch of Compagnie de Saint-
Gobain (until 1996).
F. Lee Faust Vice President of CertainTeed Corporation and
Saint-Gobain Corporation Saint-Gobain Corporation.
750 E. Swedesford Road
Valley Forge, Pennsylvania 19482
Robert W. Fenton Vice President and Controller of CertainTeed
Saint-Gobain Corporation Corporation and Saint-Gobain Corporation
750 E. Swedesford Rd. (1996-present); Financial Controller of
Valley Forge, Pennsylvania 19482 Compagnie de Saint-Gobain (until 1996).
James F. Harkins, Jr. Vice President and Treasurer of CertainTeed
Saint-Gobain Corporation Corporation and Saint-Gobain Corporation.
750 E. Swedesford Rd.
Valley Forge, Pennsylvania 19482
James E. Hilyard President, Roofing Products Group of
CertainTeed Corporation CertainTeed Corporation; and Vice President
750 E. Swedesford Road of CertainTeed Corporation.
Valley Forge, Pennsylvania 19482
John R. Mesher Vice President, General Counsel and Secretary
Saint-Gobain Corporation of CertainTeed Corporation and Saint-Gobain
750 E. Swedesford Road Corporation (1997-present); and Vice
Valley Forge, Pennsylvania 19482 President, Deputy General Counsel and
Secretary of CertainTeed Corporation and
Saint-Gobain Corporation (until 1997).
S-5
Present Principal Occupation or Employment
and
Name and Business Address Five-Year Employment History
-------------------------------- ---------------------------------------------
Mark J. Scott Vice President of CertainTeed Corporation
CertainTeed Corporation (1999-present); Director of Human Resources,
750 E. Swedesford Road North America Region of Case Corporation
Valley Forge, Pennsylvania 19482 (1998- 1999); Director of Human Resources,
Latin America Region of Case Corporation
(until 1998).
John J. Sweeney, III Vice President of CertainTeed Corporation and
Saint-Gobain Corporation Saint-Gobain Corporation.
750 E. Swedesford Rd.
Valley Forge, Pennsylvania 19482
Dorothy C. Wackerman Vice President of CertainTeed Corporation and
Saint-Gobain Corporation Saint-Gobain Corporation.
750 E. Swedesford Rd.
Valley Forge, Pennsylvania 19482
Michael J. Walsh Vice President of CertainTeed Corporation and
Saint-Gobain Corporation Saint-Gobain Corporation; and Director of
750 E. Swedesford Rd. Risk and Insurance of Compagnie de Saint-
Valley Forge, Pennsylvania 19482 Gobain.
3. Directors and Executive Officers of Purchaser. The following table sets
forth the name, present principal occupation or employment and five-year
employment history of the directors and executive officers of VA Acquisition
Corporation. Where no date is shown, the individual has occupied the position
indicated or a similar position for a period of time beyond five years. All
directors and officers listed below are citizens of the United States, except
for Mr. Caliari, who is a citizen of Italy, and Mr. Dalle, who is a citizen of
France. Directors are identified by an asterisk next to their names.
Present Principal Occupation or Employment
and
Name and Business Address Five-Year Employment History
-------------------------------- ---------------------------------------------
*George B. Amoss Vice President of VA Acquisition Corporation
Saint-Gobain Corporation (2000-present); and Vice President - Finance
750 E. Swedesford Road of Saint-Gobain Corporation and CertainTeed
Valley Forge, Pennsylvania 19482 Corporation.
Roberto Caliari Chief Executive Officer of VA Acquisition
Compagnie de Saint-Gobain Corporation (2000-present); President of the
Les Miroirs Reinforcements Division of Compagnie de
92096 La Defense Cedex (France) Saint-Gobain (1996-present); and Manager of
European and Korean Development of the Fiber
Reinforcement Division of Compagnie de Saint-
Gobain (until 1996).
Jean-Paul Dalle President and Chief Operating Officer of VA
Vetrotex CertainTeed Corporation Acquisition Corporation (2000-present);
4515 Allendale Road Director, President and Chief Operating
Wichita Falls, Texas 76310 Officer of Vetrotex CertainTeed Corporation
(1996-present); Vice President of CertainTeed
Corporation (1996-present); and Vice
President, Research and Development,
Reinforcements Branch of Compagnie de Saint-
Gobain (until 1996).
F. Lee Faust Vice President of VA Acquisition Corporation
Saint-Gobain Corporation (2000-present); and Vice President of Saint-
750 E. Swedesford Road Gobain Corporation and CertainTeed
Valley Forge, Pennsylvania 19482 Corporation.
S-6
Present Principal Occupation or Employment
and
Name and Business Address Five-Year Employment History
-------------------------------- --------------------------------------------
James F. Harkins, Jr. Vice President and Treasurer of VA
Saint-Gobain Corporation Acquisition Corporation (2000-present); and
750 E. Swedesford Rd. Vice President and Treasurer of Saint-Gobain
Valley Forge, Pennsylvania 19482 Corporation and CertainTeed Corporation.
John R. Mesher Vice President and Secretary of VA
Saint-Gobain Corporation Acquisition Corporation (2000-present); Vice
750 E. Swedesford Rd. President, General Counsel and Secretary of
Valley Forge, Pennsylvania 19482 Saint-Gobain Corporation and CertainTeed
Corporation (1997-present); and Vice
President, Deputy General Counsel and
Secretary of Saint-Gobain Corporation and
CertainTeed Corporation (until 1997).
S-7
Facsimile copies of the Letter of Transmittal will be accepted. The Letter
of Transmittal and certificates for Shares and any other required documents
should be sent to the Depositary at one of the addresses set forth below.
The Depositary for the Offer is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By Mail: By Overnight Delivery: By Hand:
P.O. Box 3301 85 Challenger Road 120 Broadway,
South Hackensack, New Mail Drop-Reorg 13th Floor
Jersey 07606 Ridgefield Park, New New York, New York 10271
Attn: Reorganization Jersey 07660 Attn: Reorganization
Department Attn: Reorganization Department
Department
By Facsimile
Transmission
(for Eligible
Institutions only):
(201) 296-4293
Confirm By Telephone:
(201) 296-4860
Questions or requests for assistance or additional copies of this Offer to
Purchase and the Letter of Transmittal may be directed to the Information Agent
or the Dealer Manager at their respective addresses and telephone numbers set
forth below. Shareholders may also contact their broker, dealer, commercial
bank or trust company for assistance concerning the Offer.
The Information Agent for the Offer is:
501 Madison Avenue, 20th Floor
New York, New York 10022
Bankers and Brokers Call Collect: (212) 750-5833
All Others Call Toll-Free: (888) 750-5834
The Dealer Manager for the Offer is:
Lehman Brothers
Three World Financial Center
200 Vesey Street
New York, New York 10285
Call Collect: (212) 526-3444