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Published on 2/9/2007 in the Prospect News Special Situations Daily.

ElkCorp agrees to be acquired by Building Materials for $43.50 per share

By Lisa Kerner

Charlotte, N.C., Feb. 9 - ElkCorp said Building Materials Corp. of America will amend its existing offer whereby its affiliate BMCA Acquisition Sub Inc. will acquire all of the outstanding common stock of ElkCorp for $43.50 per share in a cash tender offer extended through Feb. 21.

The $43.50 per share price values ElkCorp at approximately $1.12 billion, including the assumption of approximately $173 million of net debt, according to a company news release.

BMCA received financing commitments from Deutsche Bank AG, Bear, Stearns & Co. and JPMorgan Chase Bank NA.

In a second-step merger following the tender offer, all remaining outstanding shares of ElkCorp will be cancelled and converted into $43.50 cash per share, without interest.

ElkCorp terminated a previous merger agreement with affiliates of The Carlyle Group, a private equity company.

Dallas-based ElkCorp, through its subsidiaries, manufactures Elk brand roofing and building products.

Building Materials Corp. is a Dallas roofing manufacturer.

Acquirer:Building Materials Corp. of America
Target:ElkCorp
Payment per share$43.50
Announcement date:Feb. 9
Expected closing:Feb. 21
Stock price for target:NYSE: ELK; $43.42 on Feb. 9

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