NEW YORK, Aug. 7 /PRNewswire-FirstCall/ -- Harbinger Capital PartnersMaster Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund,L.P. (together "Harbinger Capital Partners") is commencing today theirpreviously announced tender offer (the "Offer") to acquire all of theoutstanding shares of common stock, par value $0.001 per share (the"Shares"), of Oglebay Norton Company (Pink Sheets: OGBY) for $31.00 pershare in cash plus one Contingent Value Right per share. The tender offerand related withdrawal rights to which Oglebay Norton shareholders may beentitled will expire at 12:00 midnight, New York City time, at the end ofThursday, September 6, 2007, unless the tender offer is extended inaccordance the applicable rules and regulations. Harbinger Capital Partners currently owns 2,621,201 Oglebay NortonShares, representing approximately 18.1% of the company's outstandingShares. The Offer will be dependent upon, among other things, HarbingerCapital Partners receiving shares which, when combined with its currentholding, represent at least a majority of the total outstanding Shares on afully diluted basis. The Offer price per Share represents a premium ofapproximately 30% to the volume weighted average trading price of theShares over the 30 trading days prior to Harbinger Capital Partners'announcement of its intention to commence the tender offer. Commenting on the Offer, Harbinger Capital Partners said, "OglebayNorton shareholders now have the ability to realize an immediate premiumcash value for their investment -- quickly and with certainty -- as analternative to the current board of directors' announced plan to pursuestrategic alternatives. "If our Offer is consummated, we plan to elect a slate of the directorsat Oglebay Norton's upcoming annual meeting who we believe will immediatelytake further action to maximize the value of Oglebay Norton for all itsshareholders by pursuing all alternatives, regardless of how they mayaffect the incumbent Board's interests. Their interests will be fullyaligned with other shareholders who believe in Oglebay Norton's long-termprospects, potentially as part of a larger company with greater criticalmass and financial resources." Harbinger Capital Partners concluded: "We believe that whenshareholders review their options they will quickly come to recognize thatour plan is the clearest path to maximizing the value of their investment." The Offer consideration, which is not conditioned upon any financingarrangements, consists solely of cash plus one Contingent Value Right perShare representing the right to receive an amount equal to the excess, ifany, of the purchase price paid by Harbinger Capital Partners or itsaffiliates in connection with any subsequent tender offer for additionalShares during the six months following the completion of this ProposedOffer over $31.00 per Share. The Offer and obligation to purchase Sharesare subject to the conditions described in the tender document, which isavailable on
Harbinger Capital Partners Commences Cash Tender Offer for Oglebay Norton Shares at $31.00 Per Share
August 08, 2007, 1:22 a.m. EDT 3 Min Read
