NEWARK, SEPT. 8 -- GAF Corp. today disclosed it had received a $2.23 billion buyout offer from a management group led by Chairman and Chief Executive Samuel J. Heyman, sending the company's stock soaring $12.25 a share.
The company indicated that the offer would be reviewed by a special committee of nonmanagement members of its board of directors, the investment banker Salomon Brothers Inc. and independent legal counsel.
GAF stock rocketed $12.25 higher to $66.75 in active trading today on the New York Stock Exchange.
The group led by Heyman, who wrested control of GAF from former chairman Jesse Werner in a bitter 1983 proxy fight, offered $64 in cash and securities with a face value of $2.50 for each of GAF's 33.5 million common shares outstanding.
At that price, the offer had an indicated value of about $2.23 billion.
"We believe that the proposed transaction provides a very attractive opportunity for shareholders to realize the value of their ownership in GAF," Heyman said in a news release issued by the company.
Heyman holds more than 2.7 million shares of GAF, representing about 8 percent of the company's shares outstanding.
The investment group indicated it planned to finance the buyout with its own funds, bank loans from a syndicate led by Chase Manhattan Bank and additional financing to be raised by Drexel Burnham Lambert Inc. and Merrill Lynch Capital Markets.
Based on discussions with Chase Manhattan, Drexel Burnham and Merrill Lynch, the management group is confident the necessary financing will be available, GAF stated.
GAF late in 1985 staged a prolonged $4.8 billion hostile takeover bid for Union Carbide Corp. but eventually withdrew it after Carbide launched defensive measures.
GAF emerged from the struggle with an estimated $250 million in profits from the sale of its Carbide stock, while Carbide was forced to sell some prize businesses to pay off debt incurred to fight the takeover.
GAF this year mounted an unsuccessful $3.31 billion buyout offer for Borg-Warner Corp. but made more than $190 million in pretax profit when it sold its Borg-Warner stock to an investor group led by Merrill Lynch & Co. in April.
GAF posted a profit of $174 million in the first half of this year, up 37.4 percent from a year earlier. The figure included one-time gains of $97.1 million from the sale of Borg-Warner shares and $5.7 million from GAF's investment in Union Carbide.
Last year's $293 profit included about $200 million in gains from the Union Carbide takeover attempt.