After wrestling with a hostile takeover attempt for the past month, Brunswick Technologies Inc. surrendered and agreed to sell its 5.1 million outstanding shares to CertainTeed Corp. for $8.50 per share. The $44 million deal, signed June 12, is scheduled to be completed by the end of the month. Brunswick, Maine-based BTI then will become a part of the Technical Fabrics Group of Cie. de Saint-Gobain's Reinforcements Division. Paris-based Saint-Gobain is the parent of CertainTeed and numerous other building products firms.
It is too early to say what might become of BTI or how it will affect CertainTeed's vinyl building products business, Saint-Gobain spokesman Josh Silverman said.
"The integration is still being worked through. We won't talk about the overlap right now," he added.
BTI is a fiberglass processor, while Valley Forge, Pa.-based Vetrotex CertainTeed Corp., which is part of the reinforcements division, manufactures fiberglass reinforcements. Prior to the merger, Vetrotex had a 14 percent interest in BTI.
Vetrotex currently also is one of BTI's suppliers, said Phil Harmon, BTI's corporate controller.
Though plans for BTI still are in discussion, the company expects the merger to be beneficial.
"With the size of Saint-Gobain and the markets they're in ... it provides a greater foundation than we've had," Harmon said.
CertainTeed has been after BTI to sell off its outstanding shares for several months. But the attempt got contentious when, at one point, CertainTeed bypassed the board of directors and went directly to shareholders with an offer of $8 per share.
The move caught BTI's attention and got an immediate response, which included a shareholder rights plan that would dilute outstanding shares so that no one entity could own more than 15 percent of the company.
BTI also sought injunctive relief from a U.S. District Court in Portland, Maine, to halt CertainTeed's tender offer.
BTI had a special shareholders meeting scheduled for June 16 to discuss the takeover attempt, but that meeting was postponed after the two sides came to an agreement, Harmon said. BTI is urging its shareholders to accept the offer, he said.
"The board voted unanimously in favor of the deal and are themselves tendering their shares," Harmon said.
As part of the deal, BTI and CertainTeed agreed to dismiss all pending litigation between the two parties, Harmon said.
CertainTeed reported 1999 plastics extrusion sales of $652.5 million, while parent Saint-Gobain's total sales topped $24.5 billion. BTI posted 1999 overall company sales of $44 million.
