EXHIBIT 1
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:
CHEMFAB CORPORATION AGREES TO BE ACQUIRED BY
NORTON COMPANY,
A SUBSIDIARY OF COMPAGNIE DE SAINT-GOBAIN
July 25, 2000--Merrimack, NH and Worcester, MA. The Boards of Directors of
Chemfab Corporation (NYSE: CFA) and Norton Company, a subsidiary of Compagnie
de Saint-Gobain, today jointly announced the signing of a definitive agreement
under which a subsidiary of Norton Company will acquire all of Chemfab
Corporation's outstanding shares at a cash price of $18.25 per share. This
price represents a 42% premium over the 6 month average trading price of $12.90
per share. The value of the transaction is approximately $136 million to
purchase Chemfab Corporation's shares and approximately $5 million to
extinguish outstanding options, plus the assumption of Chemfab's net financial
debt, which as of June 30, 2000 was approximately $30 million.
Chemfab is a manufacturer and marketer of engineered products made primarily
from specially formulated flexible polymer materials used in the electrical,
environmental, food processing, architectural, aerospace and other businesses.
"Chemfab Corporation is a good strategic and operational fit with
Saint-Gobain's performance plastics business," said Robert C. Ayotte, Chairman
and Chief Executive Officer of Saint-Gobain Performance Plastics Corporation,
Saint-Gobain's worldwide performance plastics business unit.
Dr. John Verbicky, President and Chief Executive Officer of Chemfab
Corporation, said, "Our board of directors carefully considered the offer and
believes that this transaction provides excellent value to our shareholders as
well as exciting opportunities for employees and enhanced capabilities for our
customers worldwide." Dr. Verbicky, and each other director of Chemfab, have
agreed to tender all of their shares of Chemfab common stock to Saint-Gobain in
the tender offer.
Under the agreement, a subsidiary of Norton Company will begin a tender offer
on or about Wednesday, August 2, 2000, to purchase all of the outstanding
shares of Chemfab Corporation at $18.25 per share, net to the seller in cash
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(excluding any tax effect). The Board of Directors of Chemfab has unanimously
agreed to recommend that its shareholders accept the offer and tender their
shares. The tender offer is scheduled to close on or about Wednesday, August
30, 2000, but may be extended by Saint-Gobain under certain conditions. Chemfab
Corporation's Board of Directors has received a fairness opinion from Tanner &
Co. Inc., its financial advisor, stating that the offer price is fair to
Chemfab shareholders from a financial point of view.
Saint-Gobain will have no obligation to purchase any Chemfab shares in the
tender offer unless, among other conditions, shares representing at least a
majority of all outstanding Chemfab shares on a fully-diluted basis are
properly tendered. Once the tender offer is completed, the Saint-Gobain
subsidiary will be merged into Chemfab. A meeting of Chemfab shareholders to
approve the merger will be held only if fewer than 90 percent of the shares are
tendered. The transaction is subject to usual regulatory approvals.
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
polymers 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 materials, abrasives, ceramics, high-performance plastic products, and
piping. The company's 1999 sales totaled approximately $25 billion.
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 WILL BE FILED BY THE SAINT-GOBAIN SUBSIDIARIES AND COMPAGNIE DE
SAINT-GOBAIN WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND THE RELATED
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SOLICITATION/RECOMMENDATION STATEMENT WHICH WILL BE FILED 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 WILL 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 WILL BE AVAILABLE AT NO CHARGE
AT THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV.
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