Volume 41, Issue 3 March 2006
NSG and Pilkington Boards Reach Acquisition Agreement
The boards of Nippon Sheet Glass (NSG) and Pilkington have announced they have reached an agreement on the terms of a cash acquisition by NSG of Pilkington.
Under the terms of the acquisition, Pilkington shareholders will be entitled to receive 165 pence ($2.80 USD) in cash for each Pilkington share held. Acquisition terms value the entire existing issued and to-be-issued share capital of Pilkington at approximately £2.2 billion ($3.5 billion USD)(net of options proceeds), and the cash consideration payable for the entire issued and to-be-issued share capital of Pilkington not already owned by the NSG Group at approximately £1.8 billion (approximately $3.1 billion).
According to Pilkington, upon completion of the acquisition, NSG intends to nominate Stuart Chambers, Pilkington’s current group chief executive, to the NSG board. NSG expects that the executive directors of Pilkington (Chambers, Iain Lough, finance director and Pat Zito, head of automotive), along with the rest of Pilkington’s senior management team, will remain with the combined group and that Chambers will lead the integration process for the combined glass activities.
At the time of the announcement, NSG owned 260,176,633 Pilkington shares, approximately 19.7 percent of Pilkington’s issued share capital.
According to the announcement, the directors of Pilkington intend to recommend unanimously to shareholders that they vote in favor of the resolutions to be proposed at the Court Meeting and the Extraordinary General Meeting, as they have undertaken to do in respect of their own beneficial holdings of 6,366,884 Pilkington shares (representing, in aggregate, approximately 0.5 per cent of shares currently in issue).
The plan was to be presented to shareholders at the Court Meeting and at the Extraordinary General Meeting, which will be convened in due course. It is expected that the Scheme Document will be posted to shareholders by the end of this month and that the acquisition will become effective by the end of June 2006.
“This is a transformational deal for the glass industry and one that creates real value and prudently manages risk for our shareholders,” said Yozo Izuhara, chairperson and chief executive officer of NSG. “The combination of NSG and Pilkington will create a single global player with market leading positions across both developed and emerging markets. Our historical relationship and cultural fit will allow us to work closely with the management and employees of Pilkington to realize the considerable potential that exists to grow our combined business and to serve our global customers even better,” Izuhara said.
“Recently Pilkington has moved to the third stage of its strategy, focusing on investments in the growing emerging markets of Russia, China, India and the Middle East. The combination with NSG will expand our geographic reach and enhance Pilkington’s position as a global ‘world class’ glass manufacturer, added Chambers.”
Four Seasons and Cardinal Recall Sunroom Roof Glass
Cardinal IG Co. of Eden Prairie, Minn., and Four Seasons Solar Products LLC of Holbrook, N.Y., have voluntarily issued a recall on sunroom roof and skylight glass used on about 6,000 sunrooms. The recall was done in cooperation with the Consumer Products and Safety Commission (CPSC).
“In cooperation with the CPSC, Cardinal IG and Four Seasons Sunrooms have identified a potential for reflective Code 77 IG insulating glass units (Cardinal IG designation LoE122, sold exclusively to Four Seasons) used in sunroom roofs (including skylights) to become deflected, reflect sunlight onto adjacent building materials and possibly ignite cedar shingles or cedar shakes located on either the sunroom owner’s structure or that of a neighboring building,” Mitch Pisik, chief executive officer of Four Seasons, told USGlass. “This situation affects only certain glass panels made for Four Seasons and it can be easily corrected.”
“We are aware of four reports of fires potentially attributable to this issue, and each incident involved cedar shingles or cedar shakes adjacent to the sunrooms,” said Bob Spindler, director of technical services for Cardinal IG. “Accordingly, in an abundance of caution, the companies [Cardinal and Four Seasons] are conducting this voluntary repair, which has been accepted by the CPSC staff.”
The units were sold in the United States and Puerto Rico from January 1996 through October 2005. Four Seasons and Cardinal IG are offering repairs via the installation of a capillary tube. The glass itself does not need to be replaced.
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