CLEVELAND, Sept. 27 /PRNewswire-FirstCall/ -- Oglebay Norton Company (Pink Sheets: OGBY.PK) today announced that it has received multiple all cash proposals valued significantly in excess of the $31.00 per share offered by Harbinger Capital Partners in its unsolicited tender offer.
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"We are extremely pleased to report to our shareholders that, to date, we have received multiple proposals to acquire Oglebay Norton from credible, highly-respected parties that value the Company significantly in excess of $31.00 per share in cash. These proposals confirm our belief that maintaining a competitive, open auction is the best way to maximize shareholder value for all Oglebay Norton shareholders," said Thomas O. Boucher Jr., Chairman of the Board of Directors and Special Committee. "This process has been conducted in an orderly manner and is moving forward expeditiously. As we enter the next round, including contractual discussions with those parties who have submitted offers, we remain committed to concluding, as soon as practicable, the process that we began to ensure our shareholders receive full value for their investment."
JPMorgan is serving as lead financial advisor to Oglebay Norton and Imperial Capital, LLC is co-financial advisor. Jones Day is serving as legal counsel to the Company and Porter Wright Morris & Arthur is serving as legal counsel to the Special Committee. Georgeson Inc. is serving as Oglebay Norton's proxy advisor.
The proposals announced today result from the previously announced process, led by a Special Committee of independent directors of Oglebay Norton's Board, to explore strategic alternatives to maximize shareholder value, including a possible sale or merger of the Company. There can be no assurance that the exploration of strategic alternatives will result in a definitive agreement or transaction.
About Oglebay Norton
Oglebay Norton Company, a Cleveland, Ohio-based company with a 150-year tradition of service, provides essential minerals and aggregates to a broad range of markets, from building materials and environmental remediation to energy and industrial applications. For more information, see http://www.oglebaynorton.com/.
Safe Harbor Statement
Certain statements contained in this release are "forward-looking" in that they reflect management's expectations and beliefs regarding the future performance of the Company and its operating segments. Such forward-looking statements are subject to uncertainties and factors relating to the Company's operations and business environment, all of which are difficult to predict and many of which are beyond the control of the Company. The Company believes that the following factors, among others, could affect its future performance and cause actual results to differ materially from those expressed or implied by forward-looking statements made by or on behalf of the Company: (1) fluctuations in energy, fuel and oil prices and availability of such fuels; (2) fluctuations in integrated steel production in the Great Lakes region; (3) changes in residential and commercial construction demands, especially in the Great Lakes and Mid-Atlantic region; (4) economic conditions in California and population growth rates in the southwestern United States; (5) weather conditions, particularly in the Great Lakes region and flooding; (6) availability of third-party transportation for delivery of product; (7) the type and number of strategic alternatives available to the Company (including there being no certainty that the Company's process will result in an offer that will generate value greater than $31.00 per share, or in the consummation of any transaction); (8) the outcome of periodic negotiations of labor agreements; (9) changes in the demand for the Company's products due to changes in technology; (10) the loss, insolvency or bankruptcy of major customers, insurers or debtors; (11) difficulty in hiring sufficient staff that is skilled appropriately; (12) changes in environmental laws; (13) an increase in the number and cost of asbestos and silica product liability claims filed against the Company and its subsidiaries and determinations by a court or jury against the Company's interest; (14) the insolvency of insurers, the effects of any coverage litigation with insurers or the adequacy of insurance; (15) changes in Federal or State law with respect to asbestos or silica product liability claims; and (16) risks related to the low trading volume of the Company's stock and the deregistration of the Company's stock with the SEC.
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