Current Report · Form 8-K
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2: EX-99 Miscellaneous Exhibit 3± 16K
EX-99 · Miscellaneous Exhibit
Press Release issued on March 14, 2001
Wednesday, March 14, 2001 1:00 p.m. Eastern Time
Press Release
Washington Mills to Acquire Exolon-ESK
Acquisition of Exolon-ESK to Strengthen Washington Mills' Electro
Minerals Product Line
NORTH GRAFTON, MASSACHUSETTS AND TONAWANDA, NEW YORK March 14,
2001 Washington Mills Company, Inc. and Exolon-ESK Company (BSE:
EXL), have signed an agreement by which Washington Mills has
agreed to acquire the Tonawanda, NY based supplier of aluminum
oxide, silicon carbide and other electro fused materials for
abrasive, refractory and surface finishing applications.
Under the terms of the Merger Agreement("Agreement"), Washington
Mills, through a wholly-owned subsidiary, has agreed to acquire
all the outstanding Exolon-ESK shares. Washington Mills will pay
a price of $13.24 per share for the Common Shares and $19.00 per
share for the Series A Preferred Shares. The Exolon-ESK Board of
Directors has unanimously approved the Agreement. The merger
requires the approval of 66-2/3% of each class of Exolon-ESK's
shares, and other customary closing conditions, and is expected
to be completed in the second quarter of 2001. The holders of
over 69% of Exolon-ESK's Common Shares and over 95% of the
Series A Preferred Shares have furnished consents approving the
merger pursuant to separate Stockholder Agreements. In addition
Washington Mills has reached agreement with Wacker-Chemie GmbH of
Munich, Germany for the purchase of Wacker Engineered Ceramics,
Inc.'s entire interest in the Company. Upon the filing of the
Certificate of Merger, Exolon-ESK Company will become a wholly
owned subsidiary of Washington Mills. An information statement
will be filed with the Securities and Exchange Commission within
10 days.
In announcing the agreement Peter H. Williams, President of
Washington Mills, stated that, "This acquisition combines two of
the country's oldest and most highly regarded manufacturers of
abrasive materials. Between them the two companies have over 220
years of experience in supplying abrasive products. Since their
founding, each of the companies has provided its customers with
the highest quality products for abrasive, refractory and general
industrial applications. Both companies have distinguished
histories and together we will become even better suppliers to our
customers through greater manufacturing efficiencies, enhanced
process technology and an increased ability to respond quickly to
customer needs."
Mr. Williams went on to note that, "The acquisition will provide
Washington Mills with its own source of silicon carbide ore from
Exolon-ESK's environmentally advanced Hennepin, Illinois plant. We
have lacked this capability in the past."
J. Fred Silver, President of Exolon-ESK, said, "We are excited
about joining forces with Washington Mills. In recent years our
profit margins have been squeezed by a combination of falling
prices caused by a flood of Chinese imports and rising energy
costs. Washington Mills has demonstrated over the years a deep
and abiding commitment to our industry. The business will be in
good hands."
About Exolon-ESK
The Exolon Company was founded in 1914. In 1984 ESK Corporation,
an indirect wholly owned subsidiary of Wacker Chemie GmbH of
Munich, Germany, merged into the Exolon Company and the resulting
corporation was renamed Exolon-ESK Company. As a result of the
merger a wholly owned subsidiary of Wacker Chemie GmbH effectively
owns half of Exolon-ESK Company.
Exolon-ESK is engaged in the business of selling products that are
principally used for abrasive, refractory and metallurgical
applications. The primary products of Exolon-ESK are fused
aluminum oxide and silicon carbide. Exolon-ESK's crude silicon
carbide is produced at its plant in Hennepin, Illinois and its
crude aluminum oxide is produced at its plant in Thorold, Ontario.
Some of Exolon-ESK's crude products are sold directly to customers
but most are shipped to Exolon-ESK's plant in Tonawanda, New York
where the crude ore is crushed, graded and formulated into
granular products for sale to customers. Exolon-ESK also has a
50% interest in Orkla-Exolon K/S of Orkanger, Norway, a producer
of silicon carbide crude ore, macrogrits and microgrits.
About Washington Mills
Washington Mills Company, Inc. was founded in 1868 and is a
leading producer of electro fused materials used in abrasive,
refractory and in general industrial applications. Washington
Mills manufactures aluminum oxide and other specialty fused
materials such as boron carbide, fused zirconias, mullites, and
aerospace minerals in furnace plants located in the Niagara Falls,
New York and the Niagara Falls, Ontario areas. Washington Mills
processes these materials, as well as silicon carbide purchased
from outside suppliers, into sized grains at crushing mills
located in Niagara Falls, New York; North Grafton, Massachusetts;
and Manchester, England. In addition Washington Mills also
manufactures and sells ceramic tumbling media produced at its
plant in Lake Wales, Florida.
Washington Mills is a privately owned corporation and has been
owned and managed by the Williams family since 1928.
About Wacker-Chemie
Wacker-Chemie has around 17,600 employees in 27 production sites
and over 100 sales offices worldwide. Its annual sales exceed US$
2.8 billion. As part of its program to concentrate on its core
business silicones, polymers and specialty chemicals, advanced
ceramic materials, and hyperpure silicon for the semiconductor
industry Wacker-Chemie intends to dispose of its silicon carbide
activities in the United States by the sale of its interest in
Exolon-ESK Company.
-----------------------------
Investors and security holders are strongly advised to read both
the Merger Agreement and the information statement regarding the
merger referred to in the press release, when they become
available, because they will contain important information. The
information statement will be filed by Exolon-ESK Company with the
Securities and Exchange Commission (SEC). Investors and security
holders may obtain a free copy of the statement (when available)
and other documents filed by Washington Mills and Exolon-ESK at
the SEC's web site at http://www.sec.gov/.
--------------------------------
For further information, please contact:
Paul F. Shea
Chief Financial Officer and Treasurer
Washington Mills Company, Inc.
1-508-839-6511
Goetz N. Neumann, LL.M.
Legal Counsel to
Wacker Engineered Ceramics, Inc.
011 49 89 6279 1205
J. Fred Silver
President & CEO
Exolon-ESK Company
1-716-693-4550
Dates Referenced Herein and Documents Incorporated By Reference
| This 8-K Filing | | Date | | Other Filings |
|---|
| |  |
| For The Period Ended | | 3/12/01 |
| Filed On / Filed As Of | | 3/14/01 |
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| Top | | List All Filings |
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