FOR IMMEDIATE RELEASE
|Contact:||Richard Savitz||Date: June 20, 2000|
|Chief Financial Officer|
|Justin Industries Inc.|
|Chief Financial Officer|
|Berkshire Hathaway Inc.|
Justin Industries To Be Acquired By Berkshire Hathaway
$22 Per Share Offered
Fort Worth, Texas and Omaha, Nebraska, June 20, 2000 - Justin Industries, Inc. (NASDAQ NM: JSTN) and Berkshire Hathaway (NYSE: BRK.A, BRK.B) announced today that they have approved and entered into a definitive Merger Agreement which calls for a cash tender offer of $22.00 per share to holders of Justin common stock by a wholly-owned subsidiary of Berkshire Hathaway.
The tender offer will commence no later than June 27, 2000 and will be for all of Justinís outstanding common stock. Upon successful completion of the tender offer, the Merger Agreement calls for a merger pursuant to which the remaining shareholders will receive cash in the same amount as paid in the tender offer.
The value of the transaction is approximately $600 million. Justin Industries will become a wholly-owned subsidiary of Berkshire Hathaway and will continue to be headquartered in Fort Worth.
The Board of Directors of Justin Industries has unanimously approved the agreement and recommends to Justin shareholders that they tender their shares in the tender offer. Mr. John S. Justin, who owns approximately 20% of Justinís common stock, supports the transaction and has agreed to tender all his shares into the tender offer.
"John Justin and I are extremely pleased that one of Americaís most admired companies is acquiring Justin Industries. Warren Buffettís and Berkshireís business philosophy will provide current management the opportunity to build on our strong market presence and on our corporate traditions. We believe this acquisition is great for our shareholders, our customers, our employees, and our communities," said John V. Roach, Chairman of the Board of Justin Industries.
Warren Buffett, Chairman of Berkshire Hathaway stated, "Berkshire has over 60,000 employees, but only 13 people work in our 4,000 square foot home office. We not only encourage extraordinary autonomy in our operating businesses, we depend on it. Justin will fit this pattern perfectly. It is an absolutely first-class business run by first-class people. The managers who have produced Justinís outstanding results will continue to run operations from Fort Worth just as they have in the past."
The tender offer is subject to certain conditions, including the tender of not less than 67% of Justinís outstanding common stock, on a fully diluted basis, and the obtaining of all necessary governmental approvals. The tender offer will expire twenty business days after it is commenced, but may be extended under certain circumstances.
Justin Industries shareholders are strongly advised to read the tender offer statement and related solicitation/recommendation statement when they become available, as they will contain important information which shareholders should understand before making any decision with respect to the tender offer. These statements will be filed by Berkshire Hathaway and Justin Industries with the Securities and Exchange Commission. Investors may obtain a free copy of these statements (when available) and other documents filed by Berkshire Hathaway and Justin Industries, Inc. at the SECís website at www.sec.gov. These documents also will be made available to all shareholders of Justin Industries, Inc., at no expense to them.
Justin Industries includes Acme Building Brands - Acme Brick Company, the leading domestically owned United States manufacturer of face brick; Featherlite Building Products Corporation, the leading Southwest producer of concrete masonry products; and American Tile Supply Company, a major Texas distributor of ceramic and marble floor and wall tile, and Justin Brands - Justin Boot Company®, Nocona Boot Company®, Tony Lama Company®, and Chippewa Shoe Company®.
Berkshire Hathaway is a holding company owning subsidiaries engaged in a number of diverse business activities. The most important of these is the property and casualty insurance business conducted on both a direct and reinsurance basis through a number of subsidiaries.
This press release contains forward-looking statements with respect to managementís beliefs about the financial condition, results of operations, and businesses of Justin Industries and Berkshire Hathaway in the future. These statements involve risks and uncertainties. The actual outcome could differ materially from that contemplated by such statements. Factors that could cause or contribute to such differences could include, but are not limited to, changes in demand, prices, and raw materials costs; changes in the economic conditions of the various markets Justin Industries serves; and changes in the amount and severity of inclement weather; as well as the other risks detailed herein and in Justin Industries reports filed with the Securities and Exchange Commission.
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