Filer: Valhi, Inc.
Filed pursuant to Rule 425 under the Securities Act of
1933 and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: Valhi, Inc.
Commission Exchange Act File Number: 1-5467
FOR IMMEDIATE RELEASE: CONTACT:
Valhi, Inc. Bobby D. O'Brien
Three Lincoln Centre Vice President and Chief Financial Officer
5430 LBJ Freeway, Suite 1700 (972) 233-1700
Dallas, Texas 75240-2697
Tremont Corporation Mark A. Wallace
1999 Broadway, Suite 4300 Vice President
Denver, Colorado 80202 and Chief Financial Officer
(303) 296-5615
VALHI AND TREMONT ANNOUNCE SIGNING OF MERGER AGREEMENT
DALLAS, TEXAS AND DENVER, COLORADO . . . November 5, 2002 . . . Valhi, Inc.
(NYSE: VHI) and Tremont Corporation (NYSE: TRE) announced today that they have
entered into a definitive merger agreement for Valhi to acquire the outstanding
shares of Tremont that it does not currently own in a stock-for-stock exchange.
Each outstanding Tremont share not owned by Valhi or certain of its affiliates
will be exchanged for 3.4 shares of Valhi common stock.
The transaction has been structured as a tax-free exchange to the Tremont
stockholders, except for cash, if any, received for fractional shares. Tremont
said that the agreement was approved by its Board of Directors based upon the
recommendation of a special committee of the Board comprised of directors who
are not affiliated with Valhi. Morgan Joseph & Co. Inc. is serving as financial
advisor to the special committee of Tremont and has issued an opinion to the
special committee stating that the exchange ratio is fair, from a financial
point of view, to the Tremont stockholders, other than Valhi and its affiliates.
Valhi's Board of Directors also has approved the transaction.
The merger is subject to customary closing conditions and will require
approval by the stockholders of Tremont. Tremont Group, Inc., which owns
approximately 80% of the outstanding shares of Tremont common stock, has
indicated that it intends to vote its shares in favor of approval of the merger
agreement. Valhi owns 80% of Tremont Group and NL Industries, Inc. (NYSE: NL), a
majority-owned subsidiary of Valhi, owns the remaining 20%. The date of the
Tremont stockholder meeting will be established as soon as practical following
the completion of appropriate filings with the Securities and Exchange
Commission.
Additional Information
A registration statement will be filed by Valhi with the Securities and
Exchange Commission in connection with the proposed merger. The registration
statement will include a proxy statement/prospectus that will be sent to Tremont
stockholders seeking their approval of the proposed merger.
Investors and stockholders are advised to read the registration statement
and proxy statement/prospectus when they become available because they will
contain important information. When filed, these documents can be obtained free
of charge from the web site maintained by the SEC at http://www.sec.gov. These
documents also can be obtained free of charge when available upon written
request to Valhi, Inc., 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240,
Attention: Corporate Secretary, or by calling (972) 233-1700, or to Tremont
Corporation, 1999 Broadway, Suite 4300, Denver, Colorado 80202, Attention:
Corporate Secretary, or by calling (303) 296-5652.
Tremont Corporation and its directors may be deemed to be participants in
the solicitation of proxies for Tremont to approve the merger. Information about
Tremont's directors is set forth in the proxy statement for its 2002 Annual
Meeting of stockholders filed with the SEC. This document is available free of
charge at the SEC's website at http://www.sec.gov. Additional information about
the interest of Tremont's directors in the merger may be obtained by reading the
proxy statement/prospectus regarding the proposed merger when it becomes
available.
o o o o o