CHEMFAB CORP
SC TO-T/A, EX-99.D.4, 2000-08-17
TEXTILE MILL PRODUCTS
Previous: CHEMFAB CORP, SC TO-T/A, 2000-08-17
Next: ENZON INC, 8-K, 2000-08-17




                                                                 EXHIBIT (D)(4)

                                  NEWS RELEASE



CHEMFAB CORPORATION                    NORTON COMPANY
701 Daniel Webster Highway             One New Bond Street
Merrimack, New Hampshire 03054         Worcester, Massachusetts 01615
Contact: Larry Richard                 Contact: William Seiberlich
Phone:       603-424-9000              Phone: 610-341-7187
-------------------------------------  -----------------------------------------

                             FOR IMMEDIATE RELEASE:

                 NORTON COMPANY AND CHEMFAB CORPORATION ANNOUNCE
                 EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD


August 17, 2000 C Merrimack, NH and Worcester, MA C Chemfab Corporation (NYSE:
CFA) and Norton Company today announced that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to the
proposed acquisition by Norton of Chemfab has expired as of 11:59 P.M. (EDT) on
August 16, 2000. The waiting period refers to the 15-day period during which the
companies were required to refrain from consummating the acquisition in order to
provide the U.S. antitrust enforcement authorities an opportunity to review the
transaction.

As previously announced, Norton Company and Chemfab are parties to a merger
agreement. Under the agreement, a subsidiary of Norton Company commenced a
tender offer on August 2, 2000, to purchase all of the outstanding shares of
Chemfab at $18.25 per share, net to the seller in cash (excluding any tax
effect). The tender offer currently is scheduled to expire at 12:00 midnight
(EDT) on August 29, 2000, but may be extended by Norton under certain
conditions. The offer is subject to the condition, among other things, that the
Norton subsidiary acquires a majority of all outstanding Chemfab shares on a
fully diluted basis.

Norton Company is an indirect wholly owned subsidiary of Compagnie de Saint-
Gobain. A worldwide manufacturer serving a broad range of industries, Norton is
a leading manufacturer of abrasives, and produces technologically advanced
ceramics, plastics and chemical process products. Norton's subsidiary, Saint-
Gobain Performance Plastics Corporation, processes high-performance plastics and
elastomers into flexible foams, bearings, tubing and fluid handling systems,
films, sealants and pressure sensitive tapes.

Saint-Gobain, one of the top 100 industrial companies in the world, is a leading
producer of flat glass, glass containers, insulation, reinforcements, building


<PAGE>


materials, abrasives, ceramics, high-performance plastic products, and piping.
The company=s 1999 sales totaled approximately $25 billion.

Chemfab is an international manufacturer and marketer of engineered products
based on its expertise and technology in flexible polymeric composite materials.
Worldwide end-use applications for Chemfab's products are architectural,
aerospace, communications, electrical, environmental, food processing,
laboratory testing, packaging, protective systems, consumer bakeware
applications, other industrial businesses, medical electronics, personal care,
healthcare and specialty apparel businesses.

Certain statements contained in this release are forward looking and involve
risks and uncertainties. Those risks and uncertainties include, but are not
limited to, the effect of general economic conditions, impact of competitive
products and pricing, general product demand, industrial production and the
other factors disclosed in Chemfab Corporation's Securities and Exchange
Commission filings, copies of which may be obtained upon request.

CHEMFAB CORPORATION SHAREHOLDERS ARE ADVISED TO READ THE TENDER OFFER STATEMENT
REGARDING THE ACQUISITION OF CHEMFAB CORPORATION, REFERENCED IN THIS PRESS
RELEASE, WHICH WAS FILED AUGUST 2, 2000 BY THE SAINT-GOBAIN SUBSIDIARIES AND
COMPAGNIE DE SAINT-GOBAIN WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND
THE RELATED SOLICITATION/RECOMMENDATION STATEMENT WHICH WAS FILED AUGUST 2, 2000
BY CHEMFAB CORPORATION, WITH THE COMMISSION. THE TENDER OFFER STATEMENT
(INCLUDING AN OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/ RECOMMENDATION STATEMENT CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER. THESE DOCUMENTS WILL BE MADE AVAILABLE TO ALL SHAREHOLDERS
OF CHEMFAB CORPORATION, AT NO EXPENSE TO THEM, BY CONTACTING THE INFORMATION
AGENT, GEORGESON SHAREHOLDER COMMUNICATIONS INC. BANKERS AND BROKERS PLEASE CALL
COLLECT AT 212-440-9800 AND ALL OTHERS PLEASE CALL TOLL-FREE AT 800-223-2064.
THESE DOCUMENTS ALSO ARE AVAILABLE AT NO CHARGE AT THE SEC'S WEBSITE AT
HTTP://WWW.SEC.GOV.

                                      # # #




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission