By Jennifer Chiou
New York, Oct. 12 - Carmeuse North America, a wholly owned subsidiary of Carmeuse Group, and Oglebay Norton Co. said that they have entered into a definitive agreement, under which Carmeuse will acquire all of the outstanding shares of Oglebay Norton for $36.00 per share in cash.
The special committee of Oglebay Norton's board said it has approved the merger agreement and unanimously recommends that all Oglebay Norton shareholders vote in favor of the transaction.
The merger agreement allows Oglebay Norton to terminate the agreement in the event it receives another purchase offer with more favorable terms to its shareholders.
The transaction is expected to close by the end of the year. It is subject to, among other things, the expiration or termination of the Hart-Scott-Rodino Act waiting period and approval by Oglebay Norton shareholders.
On Sept. 27, the company said it had received "multiple all cash proposals valued significantly in excess" of Harbinger Capital Partners' unsolicited tender offer of $31.00 per share.
It was previously reported that Harbinger did not intend to extend the offer to acquire all of the outstanding shares of Oglebay Norton past the Sept. 28 deadline. Oglebay shareholders had tendered 5,672,558 shares in the offer as of the original deadline, Sept. 6. Harbinger extended the tender offer to allow time for Oglebay Norton to remove what it called certain obstacles to the deal's completion, including the poison pill and maritime conditions.
JPMorgan is the lead financial advisor to Oglebay Norton while Imperial Capital, LLC is co-financial advisor.
Oglebay Norton is a Cleveland-based provider of minerals and aggregates to markets including building materials, environmental remediation, energy and industrial applications.
Based in Pittsburgh, Pa., Carmeuse North America is the largest producer of lime and limestone products in North America.
| Target: | Oglebay Norton Co.
|
| Acquirer: | Carmeuse North America
|
| Announcement date: | Oct. 12
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| Price: | $36.00 per share in cash
|
| Target symbol: | Pink Sheets: OGBY
|
| Target stock price: | $34.25 at close Oct. 11
|
| Expected closing: | By end of year
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