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Exhibit 18
CERTAINTEED AND BRUNSWICK TECHNOLOGIES
SIGN DEFINITIVE MERGER AGREEMENT
CERTAINTEED TO ACQUIRE BTI FOR $8.50 PER SHARE IN CASH
Valley Forge, PA and Brunswick, ME, June 13, 2000 -- CertainTeed Corporation, a
wholly owned subsidiary of Compagnie de Saint-Gobain (Paris, France), and
Brunswick Technologies, Inc. (Nasdaq: BTIC) ("BTI") jointly announced today that
they have signed a definitive merger agreement under which CertainTeed will
acquire BTI for $8.50 per share in cash. Vetrotex CertainTeed Corporation,
CertainTeed's fiber glass reinforcements business, currently owns about 14% of
the outstanding shares of BTI.
Under the terms of the agreement, CertainTeed is increasing the price of its
pending tender offer to purchase all outstanding shares of BTI to $8.50 per
share in cash. BTI's Board of Directors has unanimously approved the tender
offer and the merger and recommends that BTI shareholders tender their shares.
Each BTI director has agreed to tender his shares. In addition, both parties
have agreed to dismiss any pending litigation relating to the tender offer, and
BTI's Board has waived its shareholder rights plan with respect to the
CertainTeed offer. CertainTeed and BTI have also agreed to postpone the June 16,
2000 special meeting of BTI shareholders until Friday, June 30, 2000.
Following the completion of the tender offer, CertainTeed intends to consummate
a second step merger in which all remaining BTI shareholders will also receive
the same cash price paid in the tender offer.
Roberto Caliari, President of the Reinforcements Division of Compagnie de
Saint-Gobain, stated, "We are very excited about our combination with BTI. We
believe that together we will be able to optimize and accelerate the development
of new products and new product applications. And because Saint-Gobain has a
strong fiber glass reinforcements business all over the world, BTI's products
will enjoy efficient access to new markets.
"We welcome BTI into our family, and we look forward to bringing these two
companies together and working with the talented employees of BTI," Mr. Caliari
continued. "In addition, both Saint-Gobain and BTI have solid histories of
community involvement and economic development, and we remain committed to
building on those traditions in Maine and all of the communities in which we
will operate."
"After thoroughly reviewing all of BTI's strategic alternatives, BTI's Board
concluded that a combination with Saint-Gobain provides BTI shareholders the
maximum current value for their shares, and significant opportunities for our
employees and customers," said Martin S. Grimnes, Chairman and Chief Executive
Officer of BTI. "Through this combination, BTI can leverage Saint-Gobain's
tremendous resources as we continue to develop advanced composite reinforcement
products for this rapidly expanding, global marketplace."
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Upon completion of the transaction, BTI will become part of the Technical
Fabrics Group of Saint-Gobain's Reinforcements Division.
Pursuant to the merger agreement, CertainTeed is also extending its cash tender
offer until midnight, New York City time, on Thursday, June 29, 2000. As of 3
p.m. New York City time on June 12, 2000, approximately 250,160 of shares of BTI
common stock had been validly tendered and not withdrawn pursuant to the offer.
The tender offer was scheduled to expire at midnight, New York City time, on
June 16, 2000.
CertainTeed's tender offer will be amended to reflect the terms and conditions
contained in the merger agreement. As previously announced, the
Hart-Scott-Rodino waiting period applicable to the tender offer has expired.
Examples of products manufactured with BTI engineered reinforcements include:
ballistic armor, boats, snowboards, railcars, truck panels, wind blades,
airframe structures, automotive parts, marine pilings, bridges, and offshore oil
and gas production equipment. BTI has manufacturing facilities in Maine, Texas
and the UK.
CertainTeed Corporation is a leading manufacturer of roofing; vinyl and fiber
cement siding; vinyl windows; vinyl fencing, deck and railing; ventilation
products; piping products; fiber glass insulation; and fiber glass products for
reinforcing plastics and other materials. The company is headquartered in Valley
Forge, Pennsylvania, and has more than 7,000 employees and 45 manufacturing
facilities throughout the United States.
# # #
This release may contain some forward-looking statements. The Company undertakes
no obligation to publicly update any forward-looking statements, whether as a
result of new information, future events or otherwise.
CONTACTS:
CERTAINTEED BTI
Joele Frank/Josh Silverman Phil Harmon
Joele Frank, Wilkinson Brimmer Katcher Brunswick Technologies, Inc.
212-355-4449 ext. 110/121 207-729-7792
David Reno/Andrew Cole
Citigate Sard Verbinnen Inc.
212-687-8080
