Domco Tarkett Board Recommends Acceptance Of Tarke
Farnham, Quebec, July 15--Domco Tarkett Inc. announced today that its Board of Directors recommends that the minority shareholders accept the offer of Tarkett Sommer AG announced on April 30, 2003 and tender their common shares. The consideration under the offer is $7.50 per share payable in cash.
RBC Dominion Securities Inc. has provided the special committee of independent directors with a valuation opinion that the fair market value of the common shares is in the range of $7.50 to $8.75 per common share and with a fairness opinion that the consideration provided in the Offer is fair, from a financial point of view, to the minority shareholders. Among the factors that the board of directors considered most relevant in making its recommendation were the following:
·The terms and the conditions of the offer and the disclosure made by the offeror in the offeror's circular.
·The dominant shareholding position of the offeror and the resulting poor liquidity of the Corporation's common shares in the market place.
·The historical failure of the market place to fully recognize the Corporation's intrinsic value.
·The valuation and the fairness opinion of RBC.
·The broad approach of the RBC's method of valuation leading to the adoption of the discounted cash flow approach.
·The range of values suggested in RBC's valuation and the market price for the common shares of the Corporation since the announcement of the offer.
·The current state of the economy, especially as it relates to the floor covering industry.
·The cyclical nature of the floor covering industry.
·The overall impact that the offer will have upon the liquidity of the common shares of the Corporation and on the ability of the shareholders to realize value at a future date for their common shares should the offer not succeed.
The offer and take-over bid circular were mailed to shareholders on Friday, July 4. The offer will be open for acceptance until 11:59 p.m. (Montreal time) on August 8, unless extended or withdrawn. The directors' circular of the corporation, which contains the recommendation that the corporation's minority shareholders accept the offer and the detailed reasons for the recommendation, will be mailed to all shareholders on or about July 17. The directors' circular will also be available on SEDAR (www.sedar.com).
