Carmeuse North America described as ?right partner?at the right time? for Oglebay Norton purchase

by Peter Jakey– Managing Editor

Employees, administrators, and staff at Oglebay Norton?s Calcite plant are breathing a little sigh of relief with the announcement last weekend that a worldwide company involved in the limestone field has entered into an agreement to acquire the outstanding shares of Oglebay Norton for $36 per share. Some employees were holding off any retirement plans because of the uncertainty surrounding a possible purchase of the company. Carmeuse North America, which claims to be the largest producer of lime and limestone products in North America, outbid private-equity firm, Harbinger Capital Partners, which had offered $31 a share in their unsolicited bid to acquire all of the outstanding shares of the company?s common stock.

Carmeuse?s acquisition of O-N Minerals is ?the best possible thing that could have happened,? said Calcite Plant general manager Joe Chevreaux. He knows the reputation of Carmeuse, a company which manufactures and distributes more than six million tons per year of lime products, and ?this is their business.? According to the Carmeuse North America website, the company is family owned with 140 years of experience in the industry, with 14 operations in North America. Although they do not own any mining operations, Harbinger Capital is a finance company with no experience in the field.

THE TRANSACTION, which is expected to close by the end of the year, is subject to, among other things, the expiration or termination of the Hart-Scott-Rodino Act waiting period and approval by Oglebay Norton shareholders. The Special Committee of Oglebay Norton’s Board of Directors has approved the merger agreement and unanimously recommends that all Oglebay Norton shareholders vote in favor of the transaction. “Oglebay Norton is a strong company with world-class assets and outstanding employees who we are proud to welcome to the Carmeuse family,” said Thomas Buck, president and chief executive officer of Carmeuse North America. “By combining the resources of our well-established companies, we will be better equipped to serve the needs of today’s increasingly competitive and dynamic marketplace.? Carmeuse employs 1,200 workers in North America, while O-N has 1,400, 125 in Rogers City.

?THEY ARE very good,? said Chevraux, ?they take care of their people?they invest in their people.? Chevraux also was told by management in Cleveland ?it will be business as usual. Additionally, he has been told there will be no change to benefits, at least through 2008. “This transaction with Carmeuse provides meaningful and immediate cash value to all of our shareholders,” said Michael Lundin, Presiden

t and Chief Executive Officer of Oglebay Norton.

“We are proud of the significant progress we have made at restructuring Oglebay Norton, enhancing the company’s financial flexibility and capitalizing on our strong competitive position in minerals and aggregates,” added Mr. Lundin. “Carmeuse, a global leader in lime with a proven track record of success in acquiring and building companies, is the right partner for Oglebay Norton at the right time. We look forward to working closely with the Carmeuse team to deliver to our customers the many benefits inherent in this strategic combination.?

Oglebay Norton acquired Michigan Limestone Operations in 2000, and after re-emerging from bankruptcy recently, they have reached out into the community. With Carmeuse more than likely taking over at the beginning of next year, that should continue, one company official said.

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