EXHIBIT 99.1
Johns Manville Enters Into Merger Agreement With Investor Group Led By
Affiliates of Hicks, Muse, Tate & Furst and Bear Stearns Merchant Banking
Denver, Colo., June 23, 2000 -- Johns Manville Corporation (NYSE:JM), a
leading global manufacturer and marketer of premium-quality building
products, announced today that it has entered into a definitive merger
agreement with an investor group led by affiliates of Hicks, Muse, Tate &
Furst Incorporated and Bear Stearns Merchant Banking. The transaction is
valued at approximately $3 billion. The Manville Personal Injury Settlement
Trust (the "Trust") and members of JM management, including Chairman and
CEO Jerry Henry, will retain an equity stake in the post-merger company.
Under the terms of the agreement, which was approved by the company's Board
of Directors, JM's public shareholders will receive, for each share of JM
stock held, $13.625 in cash and a 13 percent pay-in-kind preferred stock
with a liquidation preference of $2.00. The transaction value is based on
approximately 155 million shares, on a fully diluted basis, plus assumed
liabilities and expenses.
The investor group has provided commitments for approximately $565 million
of equity capital and has received commitments for senior and subordinated
debt financing aggregating $2.35 billion through affiliates of Bear,
Stearns & Co. Inc. The transaction is expected to close before the end of
the year, subject to various conditions, including receipt of financing and
shareholder and regulatory approvals. The company intends to file a proxy
statement with the Securities and Exchange Commission, to be mailed to
shareholders in connection with a shareholders meeting that will be called
to consider the merger.
Johns Manville Chairman and CEO Jerry Henry said, "The Board of Directors
of JM has determined that the merger is in the best interest of all JM
shareholders. Management views our new partnership very positively and
looks forward to devoting our full attention to the continued success of JM
in an ever-changing business environment. We believe our new capital
structure will allow us to continue to support our business strategies and
growth plans."
Thomas O. Hicks, Chairman and CEO of Hicks Muse, said, "Johns Manville is a
premier commercial and industrial building products company, and the
supplier of choice in almost every market in which it participates. The
company has thrived in recent years under a strong management team, a great
acquisition track record, impressive productivity and a strong global
brand. This transaction is consistent with our philosophy of investing with
great management teams in great companies where we can accelerate the
company's growth both through internal initiatives and externally through
our buy and build investment strategy."
John Howard, Senior Managing Director of Bear, Stearns & Co. Inc., and head
of Bear Stearns Merchant Banking, added, "We're extremely pleased to
partner together with Hicks, Muse, Tate & Furst, the Trust, and Jerry Henry
and his senior management team on this important and exciting transaction.
We're all pleased that Jerry has agreed to postpone his previously
announced retirement to ensure strategic and operational continuity and a
smooth and seamless transition to the next era in JM's distinguished
142-year history."
Robert A. Falise, Chairman and Managing Trustee of the Trust, noted that,
"This transaction constitutes a major additional step in further
diversifying and monetizing the Trust's assets. The Trust's continuing
ownership of the company's common stock and approximately $220 million in
liquidation preference of the company's new pay-in-kind preferred stock
reflects the Trust's confidence in the company's continued strong
performance and its promising future."
The Trust, which holds approximately 76 percent of JM's common stock, has
agreed to vote its JM shares for the merger, subject to certain conditions.
Following closing, the Trust will hold approximately 8.5 percent of the
company's common equity. In addition, JM has agreed to pay the Trust $90
million in settlement of JM's obligation for future income taxes of the
Trust.
J.P. Morgan & Co. Incorporated is advising JM and the Trust is being advised by
Goldman, Sachs & Co. Bear, Stearns & Co. Inc. is advising Hicks Muse and Bear
Stearns Merchant Banking.
Johns Manville is a leading manufacturer and marketer of premium-quality
building products. The 142-year-old Denver-based company had sales of $2.2
billion in 1999 with approximately 75 percent of its sales in the
commercial and industrial segment. JM is number one or number two in every
key market in which it participates. Johns Manville employs approximately
9,700 people and operates 56 manufacturing facilities in North America,
Europe and China. Additional information can be found at www.jm.com.
Since its formation in 1989, Hicks, Muse, Tate & Furst Incorporated, a
leading global private investment firm, has completed or currently has
pending more than 370 transactions with an aggregate capital value of more
than $47 billion. Its principal office is in Dallas with additional offices
in New York City, London and Buenos Aires.
Bear Stearns Merchant Banking is an affiliate of Bear, Stearns & Co. Inc.,
a major subsidiary of The Bear Stearns Companies Inc. (NYSE: BSC) and a
leading global investment banking and securities trading and brokerage
firm. Bear Stearns Merchant Banking invests private equity capital in
leveraged buyout, recapitalization and growth capital opportunities. Since
its inception in 1997, Bear Stearns Merchant Banking has made equity
capital commitments to more than 25 portfolio companies in a variety of
industries. Additional information can be found at www.bearstearns.com.
This release contains "forward looking statements" within the meaning of
the federal securities laws with respect to the company's future financial
prospects, the closing of the proposed merger, and similar expressions
concerning matters that are not historical facts. These statements are
subject to risks and uncertainties that could cause actual results and
outcomes to differ materially from those expressed in such statements.
Important factors that could cause such differences include, but are not
limited to, macroeconomic factors affecting financial markets, demand in
residential and commercial construction and replacement markets such as the
general rate of inflation, interest rates, employment rates and overall
consumer confidence. Other factors may include capacity levels in the
industry, changes in product pricing, the availability and pricing of raw
materials, rates of technological development, and changes in productivity.
For further information
John Cummings of Johns Manville, 303-978-4914, [email protected] or Roy
Winnick, 212-521-4842, [email protected], or Mark Semer, 212-521-4802,
[email protected], both of Kekst and Company, for Hicks, Muse, Tate &
Furst or Hannah Burns of Bear Stearns Merchant Banking, 212-272-2395,
[email protected]
