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This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares. The Offer is made solely by the Offer to Purchase
dated January 16, 1998, and the related Letter of Transmittal and is not
being made to (nor will tenders be accepted from or on behalf of)
holders of Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the
laws of such jurisdiction. In any jurisdiction the securities
laws of which require the Offer to be made by a licensed
broker or dealer, the Offer shall be deemed made on behalf
of the Purchaser by the Dealer Manager or one or more
registered brokers or dealers licensed under the laws of
such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
AND
ALL OUTSTANDING SHARES OF $1.85 CUMULATIVE
CONVERTIBLE PREFERENCE STOCK
OF
BIRD CORPORATION
AT
$5.50 NET PER SHARE OF COMMON STOCK
AND
$20 (WHICH AMOUNT SHALL NOT BE ADJUSTED FOR ANY DIVIDENDSACCRUED AND UNPAID
THROUGH THE EXPIRATION DATE) NET
PER SHARE OF $1.85 CUMULATIVE CONVERTIBLE PREFERENCE STOCK
BY
BI EXPANSION II CORP.
A WHOLLY OWNED SUBSIDIARY OF
CERTAINTEED CORPORATION
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
COMPAGNIE DE SAINT-GOBAIN
BI Expansion II Corp., a Massachusetts corporation (the "Purchaser") and a
wholly owned subsidiary of CertainTeed Corporation, a Delaware corporation
("CertainTeed") which is an indirect wholly owned subsidiary of Compagnie de
Saint-Gobain, a French corporation ("Saint-Gobain"), is offering to purchase
all outstanding shares of Common Stock, par value $1.00 per share (the "Common
Shares"), of Bird Corporation, a Massachusetts corporation (the "Company"), at
$5.50 per Common Share (the "Common Price") and is offering to purchase all
outstanding shares of $1.85 Cumulative Convertible Preference Stock, par value
$1.00 per share (the "Preference Shares"), of the Company at $20, which amount
shall not be adjusted for any dividends accrued and unpaid through the
Expiration Date (as defined below), per Preference Share (the "Preference
Price"), in each case net to the seller in cash, without interest thereon, upon
the terms and subject to the conditions set forth in the Offer to Purchase
dated January 16, 1998, and in the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer"). The Common Shares and the Preference Shares are
collectively sometimes referred to as "Shares".
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, FEBRUARY 13,
1998, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE SUCH NUMBER OF COMMON
SHARES THAT WOULD CONSTITUTE AT LEAST 66 2/3% OF ALL OUTSTANDING COMMON SHARES
(DETERMINED ON A FULLY-DILUTED BASIS), (2) THERE BEING VALIDLY TENDERED AND NOT
WITHDRAWN PRIOR TO THE EXPIRATION DATE SUCH NUMBER OF PREFERENCE SHARES THAT
WOULD CONSTITUTE AT LEAST 66 2/3% OF ALL OUTSTANDING PREFERENCE SHARES, (3) ANY
WAITING PERIOD UNDER THE XXXX-XXXXX-XXXXXX ANTITRUST IMPROVEMENTS ACT OF 1976,
AS AMENDED, AND THE REGULATIONS THEREUNDER APPLICABLE TO THE PURCHASE OF SHARES
PURSUANT TO THE OFFER SHALL HAVE EXPIRED OR BEEN TERMINATED AND (4) ALL
CONSENTS, APPROVALS, ORDERS OR AUTHORIZATIONS OF, OR REGISTRATIONS,
DECLARATIONS OR FILINGS WITH ANY GOVERNMENTAL AUTHORITY REQUIRED OR NECESSARY
IN CONNECTION WITH THE OFFER, THE MERGER (AS DEFINED BELOW) OR THE MERGER
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT (AS DEFINED
BELOW) HAVING BEEN OBTAINED AND BEING IN FULL FORCE AND EFFECT.
The Offer is being made pursuant to an Agreement and Plan of Merger dated as
of January 12, 1998 (the "Merger Agreement"), among CertainTeed, the Purchaser
and the Company pursuant to which, following the consummation of the Offer and
the satisfaction or waiver of certain conditions, the Purchaser will be merged
with and into the Company (the "Merger"). On the effective date of the Merger,
each outstanding Share (other than Shares held by stockholders who perfect
their appraisal rights under Massachusetts law, Shares held in the Company's
treasury and Shares held directly by the Purchaser or CertainTeed) will be
converted into the right to receive in the case of Common Shares $5.50 per
Common Share and in the case of Preference Shares $20, which amount shall not
be adjusted for any dividends accrued and unpaid through the effective date of
the Merger per Preference Share, in each case net to the Seller in cash,
without interest thereon.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER AND
THE MERGER AND DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER ARE FAIR
TO, AND IN THE BEST INTERESTS OF, THE STOCKHOLDERS OF THE COMPANY AND
UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS OF THE COMPANY ACCEPT THE OFFER AND
TENDER THEIR SHARES. EACH OF THE DIRECTORS OF THE COMPANY HAS AGREED TO TENDER
HIS COMMON SHARES AND PREFERENCE SHARES INTO THE OFFER; SUCH SHARES REPRESENT
APPROXIMATELY 40.2% OF THE COMMON SHARES AND 16.2% OF THE PREFERENCE SHARES.
For purposes of the Offer, the Purchaser shall be deemed to have accepted for
payment, and thereby purchased, Shares properly tendered to the Purchaser and
not withdrawn as, if and when the Purchaser gives oral or written notice to the
Depositary of the Purchaser's acceptance for payment of such Shares. Upon the
terms and subject to the conditions of the Offer, payment for Shares accepted
for payment pursuant to the Offer will be made by deposit of the purchase price
therefor with the Depositary, which will act as agent for tendering
stockholders for the purpose of receiving payment from the Purchaser and
transmitting payment to tendering stockholders. In all cases, payment for
Shares accepted for payment pursuant to the Offer will be made only after
timely receipt by the Depositary of (a) certificates for such Shares or timely
confirmation of book-entry transfer of such Shares into the Depositary's
account at a Book-Entry Transfer Facility (as defined in the Offer to Purchase)
pursuant to the procedures set forth in Section 2 of the Offer to Purchase, (b)
a Letter of Transmittal (or fax thereof), properly completed and duly executed,
with any required signature guarantees, or, in the case of a book-entry
transfer, an Agent's Message (as defined in the Offer to Purchase) and (c) any
other documents required by the Letter of Transmittal. Under no circumstances
will interest be paid by the Purchaser on the purchase price of the Shares,
regardless of any delay in making such payment.
The term "Expiration Date" means 12:00 Midnight, New York City time, on
Friday, February 13, 1998, unless and until the Purchaser, in its sole
discretion (but subject to the terms of the Merger Agreement), shall have
extended the period of time during which the Offer is open, in which event the
term "Expiration Date" shall mean the latest time and date on which the Offer,
as so extended by the Purchaser, shall expire. Subject to the terms of the
Merger Agreement, the Purchaser expressly reserves the right (but shall not be
obligated), at any time or from time to time, regardless of whether or not any
of the events set forth in Section 14 of the Offer to Purchase shall have
occurred, to extend the period of time during which the Offer is open and
thereby delay acceptance for payment of, and the payment for, any Shares, by
giving oral or written notice of such extension
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to the Depositary. The Purchaser shall not have any obligation to pay interest
on the purchase price for tendered Shares in the event the Purchaser exercises
its right to extend the period of time during which the Offer is open. There
can be no assurance that the Purchaser will exercise its right to extend the
Offer (other than as required by the Merger Agreement). Any such extension will
be followed by a public announcement thereof no later than 9:00 A.M., New York
City time, on the next business day after the previously scheduled Expiration
Date. During any such extension, all Shares previously tendered and not
withdrawn will remain subject to the Offer, subject to the right of a tendering
stockholder to withdraw such stockholder's Shares.
Except as otherwise provided below, tenders of Shares are irrevocable. Shares
tendered prior to the Expiration Date, unless theretofore accepted for payment
and paid for by the Purchaser pursuant to the Offer, may also be withdrawn at
any time after March 16, 1998. For a withdrawal to be effective, a written,
telegraphic or fax transmission notice of withdrawal must be timely received by
the Depositary at one of its addresses set forth on the back cover of the Offer
to Purchase and must specify the name of the person having tendered the Shares
to be withdrawn, the number of Shares to be withdrawn and the name of the
registered holder of the Shares to be withdrawn, if different from the name of
the person who tendered the Shares. If certificates for Shares have been
delivered or otherwise identified to the Depositary, then, prior to the
physical release of such certificates, the serial numbers shown on such
certificates must be submitted to the Depositary and, unless such Shares have
been tendered by an Eligible Institution (as defined in Section 2 of the Offer
to Purchase), the signatures on the notice of withdrawal must be guaranteed by
an Eligible Institution. If Shares have been delivered pursuant to the
procedures for book-entry transfer as set forth in Section 2 of the Offer to
Purchase, any notice of withdrawal must also specify the name and number of the
account at the appropriate Book-Entry Transfer Facility to be credited with the
withdrawn Shares and otherwise comply with such Book-Entry Transfer Facility's
procedures. Withdrawals of tenders of Shares may not be rescinded, and any
Shares properly withdrawn will thereafter be deemed not validly tendered for
purposes of the Offer. However, withdrawn Shares may be retendered by again
following one of the procedures described in Section 2 of the Offer to Purchase
at any time prior to the Expiration Date. All questions as to the form and
validity (including time of receipt) of notices of withdrawal will be
determined by the Purchaser, in its sole discretion, which determination will
be final and binding.
The Offer to Purchase and the related Letter of Transmittal and other
relevant materials will be mailed to record holders of Shares and furnished to
brokers, dealers, banks, trust companies and similar persons whose names, or
the names of whose nominees, appear on the Company's stockholder lists or, if
applicable, who are listed as participants in a clearing agency's security
position listing for subsequent transmittal to beneficial owners of Shares.
The information required to be disclosed by Rule 14d-6(e)(1)(vii) under the
Securities Exchange Act of 1934, as amended, is contained in the Offer to
Purchase and is incorporated herein by reference.
THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION
WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
Requests for copies of the Offer to Purchase, the Letter of Transmittal and
all other tender offer materials may be directed to the Information Agent or
the Dealer Manager as set forth below, and copies will be furnished promptly at
the Purchaser's expense. No fees or commissions will be payable to brokers,
dealers or other persons other than the Dealer Manager and the Information
Agent for soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
XXXXXXXXX
& COMPANY INC.
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Xxxx Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
Bankers and Brokers call collect: (000) 000-0000
All Others Call Toll-Free: 0-000-000-0000
The Dealer Manager for the Offer is:
XXXXXXXXX XXXXX SECURITIES CO., L.P.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
(000) 000-0000
January 16, 1998
