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Exhibit (a)(1)(G)
NEWS RELEASE
For Immediate Release
CHASE ACQUISITION CORPORATION COMMENCES TENDER OFFER FOR
CHASE INDUSTRIES INC.
Wilmington, DE, January 2, 2000--Chase Acquisition Corporation, a majority-owned
subsidiary of Court Square Capital Limited, today announced that it is
commencing a cash tender offer for up to an aggregate of 2,300,000 of the
outstanding shares of common stock of Chase Industries Inc. (NYSE: CSI) for
$10.50 per share, net to the seller in cash, without interest. Following
completion of the tender offer, Chase Acquisition intends to consummate a
second-step merger in which all remaining Chase Industries stockholders will
receive the same cash price paid in the tender offer. The tender offer and
withdrawal rights are currently scheduled to expire at 5:00 P.M., New York City
time, on Wednesday, January 31, 2001. Chase Acquisition may extend the offer and
currently expects that the offer will be extended until the principal conditions
to the offer, which are described in the Offer to Purchase forming part of Chase
Acquisition's tender offer statement, are satisfied. If the offer is extended,
Chase Acquisition will notify the depositary for the offer and issue a press
release announcing the extension on or before 9:00 a.m. New York City time on
the first business day following the date the offer was scheduled to expire.
Robert F. B. Logan, President of Chase Acquisition, said, "This offer provides
Chase Industries' stockholders with a substantial premium to the $7.125 price
per share at which the stock closed on the last trading day prior to the
announcement of the intention to commence the offer."
The tender offer is conditioned upon, among other things: (1) the Chase
Industries' board of directors redeeming the related preferred stock purchase
rights or Chase Acquisition being satisfied, in its sole discretion, that the
rights have been invalidated or are otherwise inapplicable to the offer and the
proposed second-step merger, (2) Chase Acquisition having received sufficient
funding, on terms at least as favorable to Chase Acquisition as are contained in
certain commitment letters received from PNC Bank, to pay for all shares
tendered pursuant to the offer and not validly withdrawn and to pay all fees and
expenses related to the offer and being satisfied that it will have funding
available following the offer sufficient to fund the proposed second-step merger
and the ongoing working capital needs of Chase Industries, (3) Chase Acquisition
being satisfied, in its sole discretion, that, after consummation of the offer,
Section 203 of the Delaware General Corporation Law will not prohibit for any
period of time, or impose any voting requirements in excess of majority
stockholder approval with respect to, the proposed second-step merger or any
other business combination involving Chase Industries and Chase Acquisition or
any other subsidiary of Court Square and (4) the expiration or termination of
all waiting periods imposed by the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, and the regulations thereunder. The complete terms and
conditions of the tender offer are contained in the offer to purchase included
in the tender offer statement to be filed today with the Securities and Exchange
Commission.
D. F. King & Co., Inc. is acting as Information Agent for the offer.
Chase Acquisition is a newly formed corporation, formed solely to make the
tender offer and consummate the proposed second-step merger. Court Square is
principally engaged in the business of investing in leveraged acquisitions.
Chase Industries security holders and any potential investors in Chase
Industries stock are advised to carefully read the tender offer/going private
statement on Schedule TO filed by Chase Acquisition and Court Square with the
Securities and Exchange Commission. Chase Industries security holders and any
potential investors in Chase Industries stock are also advised to carefully read
as well any other documents Chase Acquisition or Chase Industries files with the
Securities and Exchange Commission in connection with the tender offer or
proposed merger when they become available because they may contain important
information about the proposed transaction. Investors and security holders may
obtain free copies of these documents (when available) and other documents filed
by Chase Acquisition or Chase Industries at the SEC's website at www.sec.gov.
These documents
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may also be obtained for free by contacting D. F. King & Co., Chase
Acquisition's Information Agent, at (800) 431-9629.
