Newspaper article THE JOURNAL RECORD

Bridgestone Commences Firestone Tender Offer

Newspaper article THE JOURNAL RECORD

Bridgestone Commences Firestone Tender Offer

Article excerpt

NEW YORK - A tender offer to purchase all outstanding shares of common stock of The Firestone Tire & Rubber Co. for $80 cash per share was commenced Monday by Bridgestone Corp. of Tokyo.

The tender offer is pursuant to Bridgestone's merger agreement announced March 17.

The board of directors of Firestone, as previously announced, has unanimously determined that the offer is fair and in the best interests of Firestone shareholders and recommends acceptance of the offer.

The tender offer and withdrawal rights will expire at midnight Friday, April 15, unless extended, according to Bridgestone.

Under the merger agreement, Bridgestone and Firestone will complete a merger following the tender offer under which all Firestone shares remaining outstanding will be converted into $80 per share in cash.

The tender offer is conditioned, among other things, on the tender of a number of shares that, together with other shares beneficially owned by Bridgestone, will represent not less than 662/3 percent of the outstanding Firestone shares on a fully diluted basis, satisfaction of the provisions of the Ohio Control Share Acquisition Act and completion of certain other regulatory filings and waiting periods.

In connection with the merger agreement, Firestone also granted to Bridgestone an option to purchase 5.85 million Firestone shares for $80 per share. The option is exercisable any time on or before Dec. 31.

Bridgestone plans to obtain the funds for the offer and the merger from available cash and short term investments and from a $1.6 billion committed bank facility from Sumitomo Bank Ltd. Lazard Freres & Co. is acting as dealer manager for the tender offer.

Bridgestone Corp. is currently the world's third largest tire manufacturer.

In addition to the production of nearly 6,000 types of tires, which makes up more than 70 percent of Bridgestone's sales, this 57-year-old multinational's products include chemical and industrial rubber products, sporting goods and bicycles, marine hoses and docking bumpers, conveyor belts, rubber dams, robot arm actuators and high-seas fish cages. …

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