Exolon Esk Co · 8-K · For 3/12/01 · EX-99

Filed On 3/14/01 3:59pm ET   ·   SEC File 1-07276   ·   Accession Number 34046-1-2

Current Report   ·   Form 8-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         2±     9K 
 2: EX-99       Miscellaneous Exhibit                                  3±    16K 

EX-99   ·   Miscellaneous Exhibit

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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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