CANADIAN COMPANY ACQUIRING BURKE-PARSONS-BOWLBY

(01/10/2008)
Canadian company acquiring BPB

By Jim Cooper, Editor
www.thetimesrecord.net

A Canadian company has entered into a letter of intent to acquire Burke-Parsons-Bowlby Corp.

Stella-Jones Inc. of Montreal announced its plans Monday. The acquisition is expected to be structured as a merger between a U.S.-based wholly owned subsidiary of Stella-Jones and BPB, which operates a plant at Billings.

According to the letter of intent, the purchase price will be $33 million, to be paid through the conversion of each outstanding share of common stock of BPB into a right to receive approximately $47.78 per share in cash, subject to adjustment in certain circumstances.

The proposed transaction, if finalized, is expected to be closed by April 1. Stella-Jones would have the right to extend the closing date for two 30-day increments.

The transaction is subject to the approval of BPB shareholders.

BPB began with the opening of the Billings plant in November 1955 by former college classmates "Hal" Burke, "Fletch" Parsons and "Dick" Bowlby.

Bowlby, who still serves as company president, said BPB employees were being informed of the pending sale this week. He added that the BPB name would remain and that employment at the local plant should not be affected by the new ownership.

"We don't see any change," he said.

BPB produces crossties, switch ties, bridge timbers and decks for the railroad industry, as well as fencing and landscape timbers. Along with the Roane County plant, BPB operates facilities in DuBois, Pa., Goshen, Va., Stanton, Ky., and Fulton, Ky. Its corporate offices are located in Ripley.

BPB had sales of $85 million for the fiscal year that ended in March 2007. BPB securities are listed on the NASDAQ OTC Bulletin Board.

Stella-Jones is a leading producer and marketer of industrial treated wood products, specializing in pressure treated railway ties and wood poles supplied to utility companies. Other principal products include marine and foundation pilings, construction timbers, highway guardrail posts and treated wood for bridges.

The company was established in 1992 for the purpose of acquiring the Wood Preserving Division of Domtar Inc., whose operations had existed since the early 1900s.

Common shares for Stella-Jones are listed on the Toronto Stock Exchange.

Mark Whitley, the economic development director for Roane and Jackson counties, said he was optimistic about the future of the Billings plant.

"We believe that the Roane County facility is a very profitable operation," he said. "We look forward to working with Stella-Jones. We believe they'll be a good corporate citizen."

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