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Clayton Homes, Inc. (CMH) Message Board

  • fastcolor fastcolor Jul 29, 2003 9:50 AM Flag


    Stock is still trading above $12.50. Berkshire offer can still be voted down - even without another offer on the table. We should hear something from Orbis today.

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    • just8675309fromtheblock just8675309fromtheblock Jul 29, 2003 10:18 AM Flag

      Orbis Continues to Urge Clayton Homes Shareholders to Vote Page 1/5
      Against Proposed
      Berkshire Hathaway Acquisition

      HAMILTON, Bermuda, July 29 /PRNewswire/ -- Orbis Investment Management
      Limited today reaffirmed that it is urging all Clayton Homes (NYSE: CMH)
      shareholders to continue to vote AGAINST the proposed merger with Berkshire
      Hathaway (NYSE: BRK.A) (NYSE: BRK.B) at the reconvened special meeting to be
      held tomorrow, July 30th.
      We are not surprised that four independent parties were unable to agree on
      a joint bid for a company like Clayton Homes after only one week of due
      diligence work. We believe the fact that potential bidders of the quality of
      Cerberus Capital, Texas Pacific Group, The Blackstone Group and Credit Suisse
      First Boston responded to a very brief window of opportunity speaks volumes as
      to the quality of Clayton Homes.
      Clayton Homes is a great company that is worth well more than the $12.50
      per share being offered in the Berkshire Hathaway merger proposal. On July
      16th, with no other bids on the table, more than two-thirds of Clayton Homes'
      independent shareholders voting had tendered their votes against the proposed
      We continue to believe Clayton Homes can thrive as an independent company.
      We remind shareholders that if they vote down the Berkshire Hathaway proposal
      tomorrow the Berkshire Hathaway financing commitment will continue in place
      and the lock-up of the Clayton family shares will fall away.
      Our objections to the proposed Berkshire Hathaway merger are the same
      today as when the merger was first announced and have only been reinforced by
      recent events.

      -- We object to the flawed process originally adopted by the board in
      approving the merger, the unfair terms of the merger agreement, and the
      price offered.
      -- The Clayton Homes Board made no attempt to auction the company.
      The process adopted by the company following its adjournment of the
      July 16th process adopted, including the recent very brief two-week
      window, was woefully inadequate.
      -- Based on market movements alone the $12.50 price is well below what the
      Clayton Homes shares would be trading at absent the Berkshire Hathaway
      bid. The clearest proof of this is the substantial increases in the
      share prices of Clayton Homes' comparables.
      -- In addition, had the Berkshire Hathaway bid been a share exchange offer
      based on its share price on April 1, 2003, the current equivalent cash
      value of the offer would be $13.70/ share.
      We believe the independent Clayton Homes shareholders deserve to
      participate in the market increase since the proposed merger was announced and
      to realize the value in the growth of Clayton Homes as it turns the corner in
      a cyclical industry.
      In deciding whether to vote to sell their shares to Berkshire Hathaway for
      $12.50, we ask all Clayton Homes shareholders to heed the words of Warren
      Buffett, who said:

      "We don't care about the bumps; what matters are the overall results.
      But the decisions of other people are sometimes affected by the near-term
      outlook, which can both spur sellers and temper the enthusiasm of
      purchasers who might otherwise compete with us."(1)

      We urge all independent shareholders to continue to vote AGAINST the
      proposed merger with Berkshire Hathaway and we urge all independent
      shareholders who have already voted for the merger to change or revoke their