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Published on 1/23/2007 in the Prospect News Special Situations Daily.

Building Materials increases tender offer for ElkCorp to $43.50 per share

By Angela McDaniels

Seattle, Jan. 23 - Building Materials Corp. of America said its subsidiary, BMCA Acquisition Sub Inc., increased its offer to purchase all of the outstanding shares of ElkCorp's common stock to $43.50 per share from $42.00.

The company made its first offer on Jan. 18. The latest tender offer expires at midnight ET on Feb. 14.

On Monday, The Carlyle Group increased its tender offer for ElkCorp's stock to $42.00 per share from $40.50, which increased the size of the deal to $1.1 billion, including $173 million of debt assumption.

The Carlyle Group made its previous offer on Jan. 16. Its tender offer also expires at midnight ET on Feb. 14.

ElkCorp's board of directors approved the revised merger agreement with Carlyle and recommended on Monday that shareholders tender their shares into the Carlyle offer.

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

Building Materials, which does business as GAF Materials Corp., is a roof manufacturer based in Wayne, N.J.

The Carlyle Group is a private equity firm located in New York.

Acquirer:Building Materials Corp. of America
Target:ElkCorp
Payment per share:$43.50
Announcement date:Jan. 23
Tender deadline:Feb. 14
Stock price for target:NYSE: ELK; $44.13 on Jan. 23

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