Special Committee of the Board of Directors of Lafarge North America Defers Making Recommendation on Lafarge S.A. Tender Offer;
2006年3月6日 - 10:35PM
PRニュース・ワイアー (英語)
HERNDON, Va., March 6 /PRNewswire-FirstCall/ -- Lafarge North
America (NYSE: LAF; TSX), in a Solicitation/Recommendation
Statement on a Schedule 14D-9 filed today with the Securities and
Exchange Commission, reported that the Special Committee of its
Board of Directors has determined that it is unable at the current
time to take a position with respect to the tender offer of Lafarge
S.A. (Paris Stock Exchange: LG; NYSE: LR) launched on February 21,
2006. The Special Committee stated that this was due to the fact
that the Special Committee has not yet had sufficient time to
complete a full and deliberate review and evaluation of the
material terms and provisions of the tender offer, including the
prospects and value of Lafarge North America. At the request of the
Special Committee, Lafarge S.A. has agreed to extend the expiration
date of the tender offer by a minimum of two weeks such that the
tender offer would not expire prior to 12:00 midnight, New York
City time, on Monday, April 3, 2006. As previously disclosed, the
Special Committee consists of directors not affiliated with Lafarge
S.A. and was formed to review the tender offer. The Special
Committee is being assisted by Merrill Lynch & Co., as its lead
financial advisor, Simpson Thacher & Bartlett LLP, as its legal
counsel, Venable LLP, as its Maryland counsel, and MacKenzie
Partners, Inc. as its advisor with respect to shareholder matters.
In addition, the Special Committee has also retained The Blackstone
Group L.P., as an additional financial advisor, and Osler, Hoskin
& Harcourt LLP, as its Canadian counsel. The Special Committee
is continuing its review and evaluation of the tender offer and
expects that after it has completed its review and evaluation, it
will be able to inform the Lafarge North America stockholders as to
its position or recommendation, if any, with respect to the tender
offer. The Special Committee requests that stockholders of Lafarge
North America take no action and not tender their shares of Lafarge
North America's common stock with respect to the tender offer at
the current time, and instead defer making a determination whether
to accept or reject the tender offer until the Special Committee
has advised stockholders of its position or recommendation, if any,
with respect to the tender offer. Lafarge North America
stockholders are urged to read the Solicitation/Recommendation
Statement on Schedule 14D-9, which is being mailed to its
stockholders, because it contains important information. The
Solicitation/Recommendation Statement on Schedule 14D-9 may also be
obtained free of charge in the manner indicated below. Profile
Lafarge North America is the U.S. and Canada's largest diversified
supplier of construction materials such as cement and
cement-related products, ready-mixed concrete, gypsum wallboard,
aggregates, asphalt and concrete products. The company's materials
are used in residential, commercial, institutional and public works
construction across the U.S. and Canada. In 2005, net sales
exceeded $4.3 billion. Note to Stockholders In response to the
tender offer commenced by Lafarge S.A., on March 6, 2006, Lafarge
North America Inc. filed with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9. Lafarge North America stockholders are
advised to read Lafarge North America's Solicitation/Recommendation
Statement on Schedule 14D-9 because it contains important
information. Stockholders may obtain a free copy of the
Solicitation/Recommendation Statement on Schedule 14D-9, as well as
any other documents filed by Lafarge North America in connection
with the tender offer commenced by Lafarge S.A., free of charge at
the SEC's website at http://www.sec.gov/, or from Lafarge North
America at http://www.lafargenorthamerica.com/, or by directing
requests to MacKenzie Partners, Inc. at 800.322.2885 or at .
Statements made in this press release that are not historical facts
are forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
You can identify these statements by forward-looking words such as
"may," "will," "expect," "intend," "anticipate," "believe,"
"estimate," "plan," "could," "should," and "continue" or similar
words. These forward-looking statements may also use different
phrases. Such forward-looking statements are not guarantees of
future performance and involve risks, uncertainties and assumptions
("Factors"), which are difficult to predict. Some of the Factors
that could cause actual results to differ materially from those
expressed in the forward-looking statements include, but are not
limited to: the cyclical nature of the Company's business; national
and regional economic conditions in the U.S. and Canada; Canadian
currency fluctuations; seasonality of the Company's operations;
levels of construction spending in major markets; supply/demand
structure of the industry; competition from new or existing
competitors; unfavorable weather conditions during peak
construction periods; changes in and implementation of
environmental and other governmental regulations; our ability to
successfully identify, complete and efficiently integrate
acquisitions; our ability to successfully penetrate new markets;
and other Factors disclosed in the Company's Annual Report on Form
10-K and Quarterly Reports on Form 10-Q filed with the Securities
and Exchange Commission. In general, the Company is subject to the
risks and uncertainties of the construction industry and of doing
business in the U.S. and Canada. The forward-looking statements are
made as of this date and the Company undertakes no obligation to
update them, whether as a result of new information, future events
or otherwise. Visit the Lafarge North America web site at
http://www.lafargenorthamerica.com/. DATASOURCE: Lafarge North
America CONTACT: Investors: Eric Olsen, +1-703-480-6705, Media:
Sherry Peske, +1-703-480-3632, both for Lafarge North America Web
site: http://www.lafargenorthamerica.com/
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