Exhibit (A)(7)
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares (as defined below). The Offer (as defined below) is made
solely by the Offer to Purchase, dated April 20, 2000, and the related Letter of
Transmittal and any amendments or supplements thereto, and is being made to all
holders of Shares. 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 the acceptance thereof would not be in compliance with the laws
of 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 the Purchaser (as defined below)
by Lehman Brothers Inc. (the "Dealer Manager") or one or more registered brokers
or dealers that are licensed under the laws of such jurisdiction.
Notice of 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
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"), is offering to
purchase all of the outstanding shares of common stock, par value $0.0001 per
share (the "Common Stock"), of Brunswick Technologies, Inc., a Maine corporation
(the "Company"), including the associated rights to purchase preferred stock
(the "Rights", and collectively with the Common Stock, the "Shares"), not
already beneficially owned by Parent, at $8.00 per Share, net to the seller in
cash, without interest thereon, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated April 20, 2000 (the "Offer to Purchase"),
and in the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"). Tendering
shareholders who have Shares registered in their name and who tender directly
will not be charged brokerage fees or commissions or, subject to Instruction 6
of the Letter of Transmittal, stock transfer taxes on the purchase of Shares by
Purchaser pursuant to the Offer.
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THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
WEDNESDAY, MAY 17, 2000, UNLESS THE OFFER IS EXTENDED.
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The purpose of the Offer is to acquire for cash at least a majority of the
outstanding Shares of, and ultimately the entire equity interest in, the
Company. An affiliate of Parent, Vetrotex CertainTeed Corporation ("Vetrotex"),
currently owns approximately 14% of the outstanding Shares. Purchaser intends,
as soon as practicable upon consummation of the Offer, to seek to have the
Company effect a merger or similar business combination (the "Merger") between
the Company and Purchaser, pursuant to which each then outstanding Share (other
than Shares held by the Company in treasury, or beneficially owned by Purchaser,
Parent, Saint-Gobain or any other direct or indirect wholly owned subsidiary of
Purchaser, Parent, or Saint-Gobain, or Shares, if any, that are held by
shareholders who are entitled to and who properly exercise dissenters' rights
under Maine law) would be converted pursuant
to the terms of the Merger into the right to receive an amount in cash
equal to the per Share price paid pursuant to the Offer, without interest.
The Offer is conditioned upon, among other things: (a) there being validly
tendered and not properly withdrawn prior to the expiration of the Offer a
number of Shares that, when added to the Shares currently beneficially owned by
Parent, represents at least a majority of the outstanding Shares on a fully
diluted basis (including the exercise of all outstanding options) as of the date
the Shares are accepted for payment pursuant to the Offer; (b) the Rights having
been redeemed by the Board of Directors of the Company, or Purchaser, Parent and
Saint-Gobain being satisfied, in their sole discretion, that such Rights are
inapplicable to the Offer and any subsequent business transaction involving
Purchaser, Parent, Saint-Gobain and the Company, including the Merger; (c)
Purchaser, Parent and Saint-Gobain being satisfied, in their sole discretion,
that the provisions of Section 611-A of the Maine Business Corporation Act are
inapplicable to the acquisition of Shares pursuant to the Offer and any
subsequent business transaction involving Purchaser, Parent, Saint-Gobain
and the Company, including the Merger; and (d) any applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
the regulations thereunder having expired or been terminated (or, to the extent
required, governmental approvals obtained). The Offer is also subject to certain
other conditions described in Section 15 of the Offer to Purchase.
The Offer is not conditioned upon Purchaser, Parent or Saint-Gobain
obtaining financing.
For purposes of the Offer, Purchaser will be deemed to have accepted for
payment (and thereby purchased) Shares validly tendered and not properly
withdrawn as, if and when Purchaser gives oral or written notice to ChaseMellon
Shareholder Services, L.L.C. (the "Depositary") of its acceptance for payment of
such Shares pursuant to the Offer. Upon the terms and subject to the conditions
of the Offer, payment for Shares accepted for payment pursuant to the Offer will
be made by deposit of the purchase price therefor with the Depositary, which
will act as agent for the tendering shareholders whose Shares have been accepted
for payment. Upon the deposit of funds with the Depositary for the purpose of
making payment to validly tendering shareholders, Purchaser's obligation to make
such payment shall be satisfied and such tendering shareholders must thereafter
look solely to the Depositary for payment of the amounts owed to them by reason
of acceptance for payment of Shares pursuant to the Offer.
In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of (a) certificates for
(or a timely Book-Entry Confirmation (as defined in the Offer to Purchase) with
respect to) such Shares and, if the Distribution Date (as defined in the Offer
to Purchase) in respect of the Rights occurs, certificates for (or a timely
Book-Entry Confirmation, if available, with respect to) the associated Rights
(unless Purchaser elects to make payment for such Shares pending receipt of the
certificates for, or a Book-Entry Confirmation with respect to, such Rights as
described in the Offer to Purchase), (b) a Letter of Transmittal (as defined in
the Offer to Purchase), or facsimile thereof, properly completed and duly
executed, with any required signature guarantees (or, in the case of a book-
entry transfer, an Agent's Message (as defined in the Offer to Purchase) in lieu
of the Letter of Transmittal) and (c) any other documents required by the Letter
of Transmittal. Accordingly, tendering shareholders may be paid at different
times depending upon when certificates for Shares (or Rights, if applicable) or
Book-Entry Confirmations with respect to Shares (or Rights, if applicable) are
actually received by the Depositary. Under no circumstances will interest on
the purchase price of the Shares be paid by Purchaser or Parent, regardless of
any extension of the Offer or any delay in making such payment.
Subject to the applicable rules and regulations of the Securities and
Exchange Commission, Purchaser expressly reserves the right, in its sole
discretion, at any time or from time to time, 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 thereof. During
any such extension, all Shares previously tendered and not withdrawn will remain
subject to the Offer, subject to the right of a tendering shareholder to
withdraw such shareholder's tender of Shares. Any extension, delay, termination,
waiver or amendment will be followed as promptly as practicable by public
announcement thereof to be made no later than 9:00 a.m., New York City time, on
the next business day after the previously scheduled
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Expiration Date (as defined in the Offer to Purchase). Following the purchase of
Shares in the Offer, there may be a subsequent offering period lasting for at
least 3 and not more than 20 business days; shareholders who tender Shares
during a subsequent offering period will not have the right to withdraw their
Shares during such subsequent offering period.
Tenders of Shares made pursuant to the Offer are irrevocable, except that
Shares tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless theretofore accepted for payment by the Purchaser
pursuant to the Offer, may also be withdrawn at any time after June 18, 2000.
For a withdrawal to be effective, a written, telegraphic, telex 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 the Offer to
Purchase. Any such notice of withdrawal must specify the name of the person
having tendered the Shares to be withdrawn, the number of Shares to be withdrawn
and the names in which the certificate(s) evidencing the Shares to be withdrawn
are registered, if different from that of the person who tendered such Shares.
The signature(s) on the notice of withdrawal must be guaranteed by an Eligible
Institution (as defined in the Offer to Purchase), unless such Shares have been
tendered for the account of any Eligible Institution. If Shares have been
tendered pursuant to the procedures for book-entry tender as set forth in
Section 3 of the Offer to Purchase, any notice of withdrawal must specify the
name and number of the account at the Book-Entry Transfer Facility (as defined
in the Offer to Purchase) to be credited with the withdrawn Shares. If
certificates for Shares to be withdrawn have been delivered or otherwise
identified to the Depositary, the name of the registered holder and the serial
numbers of the particular certificates evidencing the Shares to be withdrawn
must also be furnished to the Depositary as aforesaid prior to the physical
release of such certificates. 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, Parent, Saint-Gobain, 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 such notification. Withdrawals of
tenders of Shares may not be rescinded, and any Shares properly withdrawn will
be deemed not to have been validly tendered for purposes of the Offer. However,
withdrawn Shares may be retendered by following one of the procedures described
in Section 3 of the Offer to Purchase at any time prior to the Expiration Date.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6
of the General Rules and Regulations under the Securities Exchange Act of 1934,
as amended, is contained in the Offer to Purchase and is incorporated herein by
reference.
A demand has been made to the Company for the use of the Company's
shareholder list and security position listings for the purpose of, among other
things, disseminating the Offer to shareholders. Upon compliance by the Company
with such demand, the Offer to Purchase and the related Letter of Transmittal
will be mailed to record holders 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.
The Offer to Purchase and the Letter of Transmittal contain important
information which should be read carefully before any decision is made with
respect to the Offer.
Questions and requests for assistance may be directed to the Information
Agent or to the Dealer Manager at their respective addresses and telephone
numbers set forth below. Requests for additional copies of the Offer to
Purchase, the related Letter of Transmittal and other tender offer materials may
be directed to the Information Agent or the Dealer Manager. Such additional
copies will be furnished at Purchaser's expense. Purchaser will not 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.
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The Information Agent for the Offer is:
[INNISFREE LOGO]
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
April 20, 2000
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