EXHIBIT (d)(5)
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
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FOR IMMEDIATE RELEASE:
NORTON COMPANY AND CHEMFAB CORPORATION RECEIVE GERMAN APPROVAL FOR PROPOSED
TRANSACTION
August 24, 2000 -- Merrimack, NH and Worcester, MA -- Chemfab Corporation (NYSE:
CFA) and Norton Company today announced that the acquisition has received
regulatory approval in Germany under the German Act Against Restraints on
Competition. The companies previously announced that the waiting period in the
United States under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
with respect to the proposed Chemfab acquisition expired on August 16, 2000.
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 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
("SEC")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
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TOLL-FREE AT 800-223-2064. THESE DOCUMENTS ALSO ARE AVAILABLE AT NO CHARGE AT
THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV.
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