PITTSBURGH and SALT LAKE CITY--- Alcoa Inc. and Cordant Technologies Inc. today announced they have entered into a definitive agreement under which Alcoa will acquire all outstanding shares of Cordant for $57.00 per share payable in cash.
Alcoa will commence the transaction with a cash tender offer for 100%, but not less than a majority, of the outstanding Cordant shares on a fully diluted basis. If a majority of the outstanding shares are purchased in the tender offer, any remaining Cordant shares will be exchanged for cash in the amount of $57.00 per share in a merger of Cordant and Alcoa's acquisition subsidiary.
The transaction is valued at approximately $2.9 billion based on 40 million fully diluted shares of Cordant common stock on March 13, 2000 and the assumption of $685 million in debt.
In announcing the transaction, James R. Wilson, chairman and chief executive officer of Cordant, and Alain J. P. Belda, president and chief executive officer of Alcoa, said: "We are pleased to announce this merger that brings together two companies with obvious complementary activities. Customers, employees and shareholders will benefit from combining each company's manufacturing best practices and technological leadership.''
Both companies' Boards of Directors have approved the merger, agreement. The transaction will be conditioned on regulatory approvals, including expiration of applicable waiting periods and other customary conditions.
Investors and security holders are strongly advised to read both the tender offer statement and the solicitation/recommendation statement regarding the tender offer referred to in this press release, when they become available, because they will contain important information. The tender offer statement will be filed by Alcoa with the Securities and Exchange Commission (SEC), and the solicitation/recommendation statement will be filed by Cordant with the SEC.
Cordant Technologies Inc. is a technology-based company serving global aerospace and industrial markets. It is composed of three market-leading business groups. Employment: Approximately 17,000 employees worldwide at some 58 facilities located in five countries: U.S., Canada, France, United Kingdom and Japan.
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