COD Compagnie De Saint-gobain

RNS Number:8990G
Compagnie de Saint-Gobain
28 July 2006


                                    July 27th, 2006

press
release


Owens Corning & Saint-Gobain Announce Intent to Merge Reinforcements Businesses
     Customers benefit from improved technology, expanded product range and
                                geographic reach

Creates focused and efficient business with world-class technology and products

  Establishes strong global company with $1.8 billion (Euro1.5 billion) in annual

                                     sales

Toledo, Ohio, USA and Paris, France, July 27, 2006 - Owens Corning and
Saint-Gobain jointly announced today that they are in discussions to merge Owens
Corning's Reinforcements Business and Saint-Gobain's Reinforcement and
Composites Businesses (a part of the entity known as Vetrotex) into a new
company, to be called Owens Corning-Vetrotex Reinforcements.  The partnership of
these two businesses would establish a global company in reinforcements and
composite fabrics products, with worldwide revenues of approximately $1.8
billion (Euro1.5 billion) and 10,000 employees.  The new company would have
operations across Europe, North and South America, and Asia, including the
following key emerging markets:  China, India, Russia, Mexico and Brazil.

Saint-Gobain's Textile Solutions business, serving mainly construction markets,
will remain part of Saint-Gobain's High Performance Materials Sector.  Owens
Corning's Veil Technologies and Fabwel businesses will remain part of the Owens
Corning Composite Solutions Business.

A Customer Focused Enterprise

Owens Corning-Vetrotex Reinforcements would bring together two pioneers in the
reinforcements and composite fabrics industry, each with long histories of
product innovation and customer focus.

Owens Corning-Vetrotex Reinforcements would provide outstanding service to its
customers as a result of improved geographic scale, an expanded product base and
combined technological expertise.  The new company would better serve both
regional and global customer needs by taking advantage of new world-class
technologies and innovative products, and improved logistics, productivity and
supply efficiency.  The new company and its customers would also benefit from
access to greater financial and human resources.

The new company would have a strengthened presence in both developed and
emerging markets. This broad geographic presence would lead to more security of
supply and reduced shipping time for current and future customers. Owens
Corning-Vetrotex Reinforcements would participate more effectively in today's
increasingly competitive marketplace.

"This is an exciting opportunity for Owens Corning, our customers and our
employees," said Dave Brown, President and Chief Executive Officer of Owens
Corning. "It demonstrates our commitment to the composites business and our
customers on every continent.  We plan to combine the best of both companies,
grow with our customers, and deliver strong operating results."

The Saint-Gobain Group President, Jean-Louis Beffa said: "the combined company
is an excellent project.  It would enable us to better serve our customers and
ensure a promising future for our Reinforcement and Composites business and its
employees."

            Structure and Financial Impact

While the parties have not yet reached a definitive agreement, it is anticipated
that the transaction would be structured as a joint venture, with Owens Corning
owning a 60 percent equity interest and Saint-Gobain owning the remaining 40
percent.  After a minimum of four years, the joint venture provisions would give
an option to Saint-Gobain to sell its 40 percent stake to Owens Corning, and
Owens Corning to buy the same.

On a pro forma basis, the new company would have approximately $1.8 billion
(Euro1.5 billion) in annual revenues. The Owens Corning-Saint-Gobain joint venture
would present significant opportunities for synergies.  These are expected to
come primarily from scale benefits in purchasing and procurement; operational
and technological plant improvements; improved distribution costs; reduced
administrative costs; and asset management optimization.

The transaction is expected to close by early 2007 and is subject to the
negotiation and execution of definitive transaction documents, Board of
Directors approval by the parent companies, and regulatory and antitrust
approvals.

Leadership and Operations

Owens Corning-Vetrotex Reinforcements would be headquartered in Toledo, Ohio,
and would maintain leadership offices in key locations around the world.  The
Board of Directors for the new company would be comprised of three
representatives from Owens Corning and two from Saint-Gobain.  The Chief
Executive Officer of Owens Corning-Vetrotex Reinforcements would be Chuck Dana,
currently President of Owens Corning's Composite Solutions Business.  The new
organization would be managed by an executive management team comprised of key
leaders from Owens Corning and Vetrotex.

About Owens Corning

Owens Corning is a world leader in building materials systems and composite
solutions. A Fortune 500 company for more than 50 years, Owens Corning people
redefine what is possible each day to deliver high-quality products and services
ranging from insulation, roofing, siding and manufactured stone veneer, to glass
composite materials used in transportation, electronic, telecommunications and
other high-performance applications. Since the company's founding in 1938, Owens
Corning has become a market-leading innovator of glass fiber technology with
sales of $6.3 billion in 2005 and 20,000 employees in 26 countries. Additional
information is available at www.owenscorning.com.

About Saint-Gobain

Saint-Gobain Group specializes in the design, production and distribution of
functional materials for the construction, industrial and consumer markets. The
Group is organized into five business sectors: Flat Glass, Packaging,
Construction Products, Building Materials Distribution, and High-Performance
Materials.

Established in more than 50 countries, Saint-Gobain is the market leader in each
of its core businesses. In 2005, it achieved more than Euro35 billion sales with
around 200,000 employees.

                         Investor Relations Department


        Mrs Florence TRIOU-TEIXEIRA        Tel.: +33 1 47 62 45 19 
        Mr Alexandre ETUY                  Tel.: +33 1 47 62 37 15
                                           Fax: +33 1 47 62 50 62




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