Harbinger Capital Partners wants to acquire Oglebay Norton

By Lisa Kerner

Charlotte, N.C., July 26 - Oglebay Norton Co. shareholders Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, LP plan to launch a tender offer to acquire all of the outstanding shares of the company's common stock for $31 per share in cash.

Harbinger Capital Partners currently owns 2,621,201 Oglebay Norton shares, or some 18.1% of the company, according to a company news release.

In response to the proposed offer, Oglebay Norton advised its shareholders to not take any action until the board can evaluate the unsolicited tender offer and make a recommendation.

The offer is conditioned on Harbinger Capital Partners receiving at least an additional 32.9% of the outstanding shares for a total of approximately 51% of the outstanding shares.

Harbinger Capital Partners is also continuing to pursue the election of an alternate slate of directors to Oglebay Norton's board of directors.

The investors' action comes one day after Oglebay Norton announced it would seek strategic alternatives to maximize shareholder value, including a possible sale or merger of the company, with the assistance of JPMorgan. As previously reported, the company also adopted a shareholder rights plan to protect shareholders' interests during the strategic review. Under the plan, the rights will initially trade together with the company's common shares and will not be exercisable, according to a previous release.

According to Harbinger Capital Partners, the strategic alternatives announcement was "a reactive measure" and it doubts the board will take any action to benefit shareholders that is "detrimental to the position of current directors."

"We have been asking the Oglebay Norton board for some time to initiate a process to evaluate the company's strategic alternatives," Harbinger Capital Partners stated in its release.

"After months of stalling in this regard, and only in the wake of our letter informing them that we intend to nominate an alternate slate of directors, the board has now belatedly announced its intention to engage in such a process. At the same time, the board has adopted a shareholder-unfriendly poison pill that will empower the board to resist potential acquirers not favored by the incumbent board."

The New York-based investment firm said if its offer for Oglebay Norton is consummated, Harbinger Capital Partners will be able to elect a majority of the directors at the company's upcoming annual meeting who will "better represent those shareholders that elect to retain a stake in the company."

Oglebay Norton is a Cleveland-based provider of minerals and aggregates to markets including building materials, environmental remediation, energy and industrial applications.

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