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May  2004

In The News

MERGERS AND ACQUISITIONS
G-P Sells Building Products Business

Atlanta-based Georgia-Pacific Corp. (G-P) has reached a definitive agreement to sell its building products distribution business to a new company owned by Cerberus Capital Management L.P., a private, New York-based investment firm, and members of the distribution business’ management team. The overall transaction is valued at approximately $810 million, which assumes $630 million of working capital at closing and includes the separate sales of the business’ real estate assets for $100 million.

G-P expects the transaction to result in net after-tax proceeds of approximately $780 million, which will be used to reduce debt. Actual cash proceeds could be larger or smaller depending upon working capital levels in the business at closing. The company expects to record an after-tax gain on the sale of approximately $20 million in the second quarter.

In addition, G-P will enter into a five-year agreement for the distribution business to continue purchasing structural panels, lumber and other building products manufactured by G-P. This agreement contains substantially similar terms as the current arrangement between G-P’s building products manufacturing and building products distribution businesses.

All current employees of the distri-bution business, including the current management team led by Charles McElrea, president of building products distribution, are expected to join the new company.

Saint-Gobain Acquires Dahl International
The building distribution division of Courbevoie, France-based Saint-Gobain announces the acquisition of Dahl International AB, a sanitary, heating and plumbing distribution company in Scandinavia, for a total consideration of euro 686 million.

The company has a network of 260 outlets in Sweden (81 outlets), Norway (50 outlets), Denmark (60 outlets) and Finland (22 outlets), as well as 43 outlets in Poland and 4 in Estonia. In 2003, it posted sales of euro 1.4 billion and employs more than 3,400 people.

The acquisition enables the building materials distribution division of Saint-Gobain to extend its European leadership to Scandinavia, by setting up in five new countries. It will also enable the division to continue to develop its specialized business lines by strengthening its position in the European sanitary, heating and plumbing market. In addition, it provides the division with a solid base for the development of its various businesses in Scandinavia.

This significant acquisition underscores Saint-Gobain’s growth strategy and ambitions for its building distri-bution division. It is consistent with Saint-Gobain’s strategy combining organic growth, external growth in the new businesses (building distribution, high performance materials) and development in emerging countries, supported by a strong balance sheet. 

The completion of the acquisition will be subject to approval by the appropriate competition authorities.

Ultrawall Purchases Walls Business from USG Interiors
The Chicago-based USG Interiors Inc., a subsidiary of the USG Corp., has announced that it has sold its relocatable walls business and ULTRAWALL® System product line to Ultrawall LLC of Compton, Calif. Both the ULTRAWALL System and THE LEARNING WALL® will now be available from Ultrawall LLC. In addition, USG will supply Ultrawall with the entire gypsum baseboard used in these systems.

As part of the sales agreement, Ultrawall has also purchased select ULTRAWALL and LEARNING WALL manufacturing equipment and existing inventory from USG Interiors.

JELD-WEN Acquires California Window Manufacturer
JELD-WEN Inc. of Klamath Falls, Ore., has acquired Windowmaster Products of El Cajon, Calif.

JELD-WEN’s management anticipates Windowmaster’s three vinyl window lines and two aluminum lines will complement its brand promise of product and service reliability. 

“Windowmaster Products is known for excellent service and high quality windows and patio doors,” said Barry Homrighaus, JELD-WEN window group president.

There are no anticipated changes to the employee count, employee responsibilities or organizational structure at either company. Windowmaster executive vice president Ron Walker will continue to lead the company. The plant will continue to label its products under its existing brand name. 

”We are extremely pleased to join the JELD-WEN family where we can continue our 65-year tradition of exceptional product quality and service to our customers,” stated Walker. “We look forward to many new opportunities.”

ASSOCIATIONS
AAMA Updates Three Field Testing Documents 
Three field testing documents used for verifying the performance of installed windows, sliding glass doors, storefronts and low-rise curtain wall have been updated and published by the Schaumberg, Ill.-based American Architectural Manufacturers Association. The publications represent current test methods, specifications and diagnostic documents for field evaluation of fenestration products and are labeled: 

• AAMA 502-02 “Voluntary Specification for Field Testing of Windows and Sliding Glass Doors,” AAMA 503-03 “Voluntary Specification for Field Testing of Storefronts, Curtain Walls and Sloped Glazing Systems, and AAMA 501.2-03 “Quality Assurance and Diagnostic Water Leakage Field Check of Installed Storefronts, Curtain Walls, and Sloped Glazing Systems.” 

• AAMA 502-02 establishes acceptable levels of air leakage and water penetration, and provides procedures for evaluating the performance of installed products, replacing AAMA 502-90, which had been in place since the early 1990s, according to Rich Walker, executive vice president for AAMA. 

• AAMA 503-03 is similar to AAMA 502-02, but applies to installed storefronts, low-rise curtain walls and sloped glazing systems. Both documents refer to ASTM documents E 783 and E 1105 for testing methodology and equipment requirements used in testing for field air infiltration and field water penetration. Testing for air infiltration is optional in AAMA 503-03, because of the difficulties posed in measuring air leakage for large spans of curtain walls and ribbon windows, according to Walker.

• AAMA 501.2-03 was renamed “Quality Assurance and Diagnostic Water Leakage Field Check of Installed Storefronts, Curtain Walls, and Sloped Glazing Systems,” according to Walker, because the title is a more accurate reflection of the document’s intended purpose. 

 


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