COMPAGNIE DE SAINT-GOBAIN
20 September 1999
SAINT-GOBAIN TO LAUNCH A TENDER OFFER FOR FURON COMPAY AND CREATE A GLOBAL
LEADER IN HIGH PERFORMANCE PLASTICS
NORTON COMPANY, a US subsidiary of COMPAGNIE DE SAINT-GOBAIN, announced the
commencement of a friendly public tender offer for FURON COMPANY (NYSE:FCY), the
leading US manufacturer of high performance plastics. When completed, the
acquisition of FURON will significantly strengthen SAINT-GOBAIN's position in
this fast growing and profitable industry. FURON's sales are about $480M.
The offered price amounts to $25.50 per share, and represents a 56% premium over
FURON's closing price on Friday, September 17, 1999, of $16.31. The value of
the transaction is approximately $472M in cash to purchase FURON's shares and
approximately $29M to extinguish outstanding stock options, plus the assumption
of approximately $116M in net financial debt. Subject to the satisfaction of
certain legal conditions, the tender offer is scheduled to be consummated at the
end of October, unless extended.
In support of the tender offer, Mr Michael HAGAN, FURON's chairman, President
and Chief Executive Officer, has agreed to tender all of his shares of FURON
common stock to NORTON in the tender offer. FURON's Board of Directors has
recommended unanimously that its shareholders accept the Norton offer and tender
their shares.
High performance plastics are engineered polymer materials that offer specific
properties of electrical, mechanical or thermal resistance; chemical purity or
corrosion or wear resistance in demanding environments. They are replacing more
traditional materials and find applications in very diverse industries such as
electronics, aerospace, automotive, medical, food and beverage.
NORTON Performance Plastics, a division of the Industrial Ceramics Branch of
SAINT-GOBAIN, has, on a pro forma basis for 1999, $350M in sales for a wide
variety of value-added applications: adhesive foams, seals and bearings,
ultra-pure flexible tubing, technical films and composites. It has experienced
annual internal growth exceeding 7% over the last 8 years.
The acquisition of FURON will create a global leader in performance plastics
with an unmatched portfolio of technologies and applications. FURON and NORTON
Performance Plastics, having technical and commercial complementary features,
will be able to supply a wider range of products to their customers, especially
in light of FURON's strong presence in the US and NORTON's position in Europe
and Asia. On a pro forma basis for calendar year 1999, the combined businesses
should have sales of $830M and 5,500 employees in more than 50 locations.
After the completion of the transaction, SAINT-GOBAIN expects to rapidly
implement substantial technical, industrial and commerical synergies in the US
and Europe. This acquisition will be earnings enchancing for SAINT-GOBAIN as
early as the year 2000.
Investor Relations Department
Tel: Florence TRIOU 01 47 62 45 19
Tel: Lounis BEKKAT 01 47 62 32 36
Fax: 01 47 62 50 62
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