CFC International To Be Acquired By Illinois Tool Works

ITW's subsidiary will acquire all outstanding shares of CFC common stock for $16.75 per share. Deal expected to close in third quarter.

Worldwide holographic and specialty coated film manufacturer CFC International, Inc. today announced that it has entered into a definitive agreement to be acquired by an affiliate of Illinois Tool Works Inc. for $16.75 cash per share. The price represents a premium of approximately 48% over the closing price as of June 19, 2006 for CFC's stock of $11.30 per share.  ITW is a diversified manufacturer of highly engineered components and industrial systems and consumables.

Under the terms of the agreement, which was recommended by a special committee comprised entirely of independent directors of CFC and unanimously approved by CFC's Board of Directors, ITW, through a
subsidiary, will acquire all outstanding shares of common stock of CFC for $16.75 per share.

The CFC Board of Directors has received an opinion from Houlihan Lokey Howard & Zukin Financial Advisors, Inc. that $16.75 per share is fair, from a financial point of view, to the public stockholders of CFC common stock. The transaction is expected to close in the third quarter of 2006.

The holders of approximately 58% of CFC's outstanding voting common stock have adopted the merger agreement and approved the merger by written consent. As a result, no further stockholder action will be required to approve the transaction. CFC will file with the SEC and mail to its stockholders, as promptly as practicable, an information statement describing the merger agreement and the merger. The merger cannot be
consummated until at least 20 days after the date CFC mails the information statement to its stockholders. In addition, the transaction is subject to the satisfaction or waiver of closing conditions, including receipt of
regulatory approvals, the absence of dissenting stockholders above a stated threshold and other customary conditions, but is not conditioned on ITW's receipt of financing.

Roger F. Hruby, Chairman of CFC, said, "We believe the merger will provide enhanced value for our stockholders, and is in the best interests of the business, our employees and our customers." Hruby further added, "ITW is one of the most respected manufacturing companies in the United States, and CFC has a long history of providing innovative solutions for its customers. We are excited about the possibilities that ITW offers the business and its employees."

     

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