Owens Corning requests court approval to buy Modalis for €25.5 million

By Jennifer Lanning Drey

Eugene, Ore., July 18 - Owens Corning requested court permission for its planned €25.50 million acquisition of Modalis SA, according to a Tuesday filing with U.S. Bankruptcy Court for the District of Delaware.

The sale, covered by a share purchase agreement with Modalis Holdings LLC, Einar Hafstad and Christian Roggeman, relates to the acquisition of the issued and outstanding shares of ParMur SRL, Modulo USA LLC and Modalis SA.

Under the agreement, Owens Corning will pay €25.50 million for the shares, subject to certain increases or decreases, according to the motion.

If Modulo has completed its acquisition of a building in Bray-sur-Seine prior to closing, Owens Corning will pay €20.80 million directly to the sellers at closing.

In addition, the company will pay €4.70 million into an escrow account to secure any shortfall in the acquisition assets and any claims for indemnification.

If the Bray Acquisition is not completed prior to closing, Owens Corning will pay €20 million to the sellers and will deposit the holdback amount into an escrow account, according to the motion.

Owens Corning will also pay an additional €800,000 to secure payment of the estimated loss if the Bray Acquisition is not completed by the first anniversary of the closing date.

Owens Corning said in the motion that buying Modalis will allow it to extend its product range and markets through expansion into a new geographic region, in line with its plan for growth.

ParMur SRL carries out manufacturing and sales activities in Romania and other foreign countries.

Modulo USA LLC is wholly owned by Einar Hafstad and has offices in Maple Grove, Minn.

Modalis SA is a French company that owns 100% of the shares of Modulo SA, and 95% of Modalis SA is owned by Modalis Holdings LLC. The remaining 5% is owned by Christian Roggeman.

A hearing has been scheduled for Aug. 21.

Owens Corning, a Toledo, Ohio, building materials company, filed for bankruptcy on Oct. 5, 2000. Its Chapter 11 case number is 00-3837.

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