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4.24.2007

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People, Places, Products . ITG's presence in a diverse range of marketplaces, combined with ongoing technology investment and product development, generate a constantly evolving story of innovation and global delivery of value-added textile solutions.

04.24.2007
International Textile Group Updates Progress on Strategic Initiatives and Reports 2006 Results


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GREENSBORO, NC April 24, 2007– International Textile Group, Inc. (“ITG”) (OTCBB: ITXN), formed by the combination of International Textile Group, Inc. and Safety Components International, Inc. in October 2006, today provided an update on key strategic initiatives and announced the consolidated results of the combined Company in its Annual Report on Form 10-K for the 2006 fiscal year. ITG is aggressively transforming itself from a North American textile manufacturer into a global provider of textiles and related supply chain solutions through a series of capital intensive initiatives. Key elements of its business strategy are the entry into the automotive safety components industry, with the formation of its Automotive Safety business unit, and for its existing businesses, the construction of four new operations in China (2), Vietnam and Nicaragua which are expected to be operational in 2007 and early 2008 at an investment of more than $300 million. ITG expects to achieve additional growth opportunities through the formation of its Automotive Safety business unit and its recent acquisition of BST Safety Textiles (“BST”) for $230 million, including assumed debt. Operating as the Company’s largest division, Automotive Safety, which includes BST and Safety Components International, further diversifies and elevates ITG’s highly engineered, technical products and establishes a major presence in the automotive safety components industry. To meet the growing demand for side curtain airbags, the Company is investing $35 million to add a new one-piece woven (OPW) airbag operation within its Richmond Plant in Cordova, NC. In June 2006, the Company invested $27 million to purchase its joint venture partner’s 50% equity interest in Parras Cone, a state-of-the-art denim facility in Mexico, enhancing ITG’s platform in that region. “This has been both an exciting and challenging time for ITG,” said Joseph L. Gorga, President and CEO. “Through strategic acquisitions in automotive safety products, building of greenfield operations in focused areas and capital expansion projects, we are growing our capabilities and creating a competitive global platform.” Gorga continued, ”By the end of 2007 we expect to have expanded our operational capabilities in North America, Europe, Asia and Africa providing increased focus on the market growth of automotive safety textiles, denim and other apparel fabrics, government uniform and technical and specialty textile markets in both the US and abroad. The combination of our global footprint, advanced R&D initiatives of our newly formed Burlington Labs and market expertise puts ITG in a leading position to drive enhanced total supply chain solutions for our customers.” As reported in the Form 10-K, ITG’s net sales for fiscal year 2006 which ended December 31, 2006 were $720.9 million. Net sales do not include sales of BST Safety Textiles, which was acquired on April 1, 2007 and had 2006 sales of approximately $270 million. As part of the Company’s transition activities and associated cost, ITG incurred a loss of approximately $50 million primarily as a result of discontinued operations, realignment of its US footprint, start-up expenses of its greenfield projects and transaction costs associated with the merger of the two companies in October. Wilbur L. Ross, Chairman of ITG, said, “Our year-end results reflect the transition of the Company, and we consider this loss in 2006 an investment in the future of ITG. We would expect to incur losses into the first half of 2007 as our expansion projects reach completion. Our focus is on the successful start-up and implementation of key strategic initiatives across new and existing operations and the continued transformation from a North American producer to a diversified, global manufacturer.” International Textile Group, Inc. is a global, diversified textile manufacturer that produces automotive safety, apparel, government uniform, technical and specialty textiles. ITG was formed by WL Ross in 2004 and operates five primary business units: Automotive Safety, Cone Denim, Burlington WorldWide (apparel fabrics), Burlington House (interior fabrics) and Carlisle Finishing. The Company employs over 10,500 people worldwide with operations in the United States, Mexico, China, Germany, Romania, the Czech Republic, Poland, South Africa, Nicaragua and Vietnam.

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03.08.2007
International Textile Group, Inc. Agrees to Acquire BST Safety Textiles

Also Announces Issuance of $118 Million in Series A Convertible Preferred Stock


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GREENSBORO, NC March 8, 2007– International Textile Group, Inc. (ITG) (OTCBB: ITXN) today announced that it has reached an agreement to acquire BST Safety Textiles (BST) from an affiliate of WL Ross & Co, LLC (WL Ross) in exchange for the issuance of $84 million in Series A Convertible Preferred Stock of ITG. BST was acquired by WL Ross in December 2006. The BST businesses had 2006 net sales of approximately $280 million and will operate as part of ITG’s Automotive Group which was formed in October 2006 with the combination of ITG and the businesses formerly operated by Safety Components International, Inc. (SCI). Regulatory approval of the BST acquisition has already been obtained, and ITG expects to complete the acquisition in early April 2007. BST, based in Maulburg, Germany, is a leading international manufacturer of flat and one piece woven (“OPW”) fabrics for automotive air bags as well as narrow fabrics for seat belts and military and technical uses. BST operates seven facilities located in the United States, Germany and Poland. BST employs approximately 1,250 people worldwide. Wilbur L. Ross, Jr., Chairman, said, “We are very excited to expand ITG’s Automotive Group with the addition of BST. BST and SCI are both leaders in their markets and their airbag and technical products complement each other. The ability to bring these two together establishes a powerhouse in the automotive safety components industry and opens new opportunities to service leading automakers worldwide.” BST recently announced it would expand its US operations with a major capital investment at ITG’s Richmond Plant located in Cordova, NC. The expanded operation will produce side curtain airbags, known as one-piece woven (“OPW”), for automobiles and is expected to employ 200 people over the next three years. Joseph L. Gorga, President & CEO of ITG, said, “As safety requirements increase, the growing demand for airbag products presents tremendous opportunities for BST and ITG. Utilizing a portion of ITG’s Richmond facility and the available trained workforce provides a strategic platform for growing our business and provides balance and new employment to that community. In addition, the ability of BST to use available space in ITG’s Richmond facility is just one of the many synergies expected from the combination of ITG, SCI and BST.” Gorga continued, “The combined product, technical and market expertise of BST and Safety Components provides accelerated opportunities for growing and expanding our business. We are pleased to have them as a part of the ITG family, which on a combined basis for 2006 would have had net sales in excess of one billion dollars, and look for their success going forward.” Separately, ITG announced that it has raised $50 million in additional equity through the sale of shares of Series A Convertible Preferred Stock to investment funds affiliated with WL Ross. The proceeds from that capital raising transaction are expected to be used for capital expenditures, working capital and for other general corporate purposes. ITG also announced that it has issued an additional $68 million in Series A Convertible Preferred Stock to another investment fund affiliated with WL Ross in exchange for the cancellation and retirement of all outstanding promissory notes owed by ITG to the investment fund. The promissory notes, which were issued at various times during 2006 to provide funds for working capital and capital expenditures by ITG and its subsidiaries, were payable on demand and had an outstanding principal balance, together with accrued interest, of approximately $68 million. The newly created Series A Convertible Preferred Stock of ITG has a liquidation value of $25.00 per share, votes together with the holders of ITG common stock as a single class on all matters submitted to a stockholder vote, will be redeemable by ITG at 110% of the liquidation value commencing on January 1, 2008, and under certain circumstances is convertible into shares of ITG common stock. The board of directors of ITG formed a special committee, consisting of the two members of the board who are not affiliated with WL Ross & Co., and the committee, along with its independent legal and financial advisors, negotiated and approved the terms and conditions of each of the BST acquisition, the issuance of the $50 million in preferred stock and the debt exchange. SunTrust Robinson Humphrey acted as financial advisor to the committee in connection with the issuances of preferred stock in the three transactions. Affiliates of WL Ross, which is controlled by Wilbur L. Ross, Jr., the chairman of the board of ITG, owned approximately 82% of ITG’s outstanding common stock prior to the transactions announced today. After giving effect to the issuances of the preferred stock, they will hold approximately 98% of the Series A Convertible Preferred Stock, which together with the common stock will represent approximately 87% of the outstanding voting power of ITG. International Textile Group was formed by Ross in 2004 and operates five primary business units: Automotive Group, Cone Denim, Burlington WorldWide (apparel fabrics), Burlington House (interior fabrics) and Carlisle Finishing. The company employs over 10,500 people worldwide with operations in the United States, Mexico, China, Germany, Romania, Czech Republic, Poland, South Africa, Nicaragua and Vietnam. Certain statements contained in this press release may constitute “forward looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, ITG’s future plans, revenue, earnings, outlook, expectations and strategies, as well as the facts or assumptions underlying these statements, and may involve a number of risks and uncertainties. ITG’s actual results may differ materially from those expressed or implied in these forward-looking statements due to various risks, uncertainties or other factors. These factors may include downturns in the automotive industry, decreases in the demand for textile products, increases in constituent raw material prices, difficulties in executing business strategies and other risk factors described in ITG’s filings with the SEC from time to time. ITG does not undertake any obligation to update any forward-looking statements.

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2.06.2007
Burlington WorldWide Expands Cocona ™ Line


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GREENSBORO, NC February 6, 2007– Burlington WorldWide announced today that Burlington Labs, Burlington WorldWide’s technology incubator, has developed another activated carbon based product to its Cocona line!.... This time in wool. The Cocona™ product line utilizes embedded activated carbon, derived from coconut shells, into the fiber and yarns. This new sustainable exclusive fabric combines the unique natural benefit of Cocona’s odor, moisture and UV management with the stretch and breathability of wool. “Our performance product line was the first to utilize this process as part of Burlington’s ongoing sustainable initiative” said Pat Palmer, Executive Vice President. “The market’s response has been overwhelming and generated further demand for other fabric applications…. As the industry leader, we had to be responsive.” Palmer added: “This is only the beginning!” Burlington WorldWide (BWW), a business unit of International Textile Group, Inc. (OTC Bulletin Board: ITXN is a leading provider and marketer of technology and fashion driven products for the menswear, womenswear, activewear, uniform and barrier markets. With offices and operations in the United States, Mexico, Europe and Hong Kong, Burlington Worldwide provides global textile innovations to its customers. International Textile Group Inc. (www.itg-global.com) is a global, diversified provider of automotive, apparel and interior furnishings fabrics and textile solutions. International Textile Group’s business units include: Safety Textiles International, Cone Denim, Burlington WorldWide, Burlington House and Carlisle Finishing. The company employs over 9,000 people worldwide with operations in the United States, Mexico, China, Germany, Romania, Czech Republic, South Africa, Nicaragua and Vietnam. Contact your local Burlington Worldwide sales executive or call NYC 212.621.4045 / NC 336.379.2855 for additional information.

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1.11.2007
International Textile Group Sells Burlington House Mattress to Culp


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January 11, 2007, Greensboro, NC --International Textile Group, Inc. (OTC Bulletin Board: ITXN) today announced that it would sell the mattress fabrics product line of the Burlington House business unit to Culp, Inc. (NYSE: CFI). The sale would include the current inventories and related intellectual properties of the mattress fabrics product line. The purchase price will be for $2.5 million in cash and approximately 880,000 shares of Culp common stock. The transaction is expected to close by the end of January 2007. “Burlington House brand has been a leading provider of mattress fabrics for over 50 years with innovative, design-driven products and a commitment to servicing the needs of its customers,” said Joseph L. Gorga, President & CEO. “ITG continues to implement its business strategy of being a global textile fabrics and solutions provider focusing on markets where it is able to differentiate itself through innovative products, styling, and competitive manufacturing facilities. With its entry into the automotive fabrics business, through the merger with Safety Components International, ITG is also focusing on highly engineered technical fabrics.” Gorga continued,”The consolidation of the Burlington House and Culp mattress fabrics product lines will provide mattress customers with a cost competitive focused supplier and will allow ITG the opportunity to invest the proceeds in expanding its global footprint in its core businesses. While we regret the impact these changes have on employees, we believe consolidation within the industry is a positive step in reducing overcapacity and providing a more viable industry going forward.” The transition of products is expected to take place over the next 90 to 120 days. The Burlington House division staff and manufacturing operations will work closely with Culp to ensure a smooth, seamless transition for customers. Going forward, International Textile Group and Culp will work together to explore global partnership opportunities including the utilization of ITG’s China operations. Culp, Inc. is one of the world's largest marketers of mattress fabrics for bedding and upholstery fabrics for furniture. The company's fabrics are used principally in the production of bedding products and residential and commercial upholstered furniture. International Textile Group Inc. is a global, diversified provider of automotive, apparel and interior furnishings fabrics and textile solutions. International Textile Group’s business units include: Safety Textiles International, Cone Denim, Burlington WorldWide, Burlington House and Carlisle Finishing. The company employs over 9,000 people worldwide with operations in the United States, Mexico, China, Germany, Romania, Czech Republic, South Africa, Nicaragua and Vietnam.

 

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8.30.2006
International Textile Group, Inc. and Safety Components International, Inc. Announce Agreement to Combine


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August 30, 2006, Greensboro, NC and Greenville, SC – International Textile Group, Inc. and Safety Components International, Inc. (OTC Bulletin Board: SAFY) announced today that they have signed an agreement to combine the two companies through a merger.  Both International Textile Group (ITG) and Safety Components International (SCI) are majority owned by affiliates of WL Ross & Co. LLC.

 

The resulting company will be named International Textile Group, Inc.  SCI will form the basis of the combined company’s new automotive safety components business unit.  Wilbur L. Ross, Jr. will serve as Chairman of the combined company.  Joseph L. Gorga, current President and CEO of ITG, will serve as President and CEO of the combined company.  Stephen B. Duerk, who currently serves as President of SCI, will serve as President of the new business unit.

 

Wilbur L. Ross, Jr. said, “This merger will represent a significant milestone in the evolution of ITG and the textile industry.  We formed ITG in 2004 to consolidate the businesses of leading textile and fabric manufacturers and to take forward the strategic vision of repositioning the US textile industry by leveraging its marketing and textile know-how on a global basis.  The addition of SCI’s leading automotive safety fabrics and airbag cushions business will allow us to expand and elevate ITG’s emphasis on technology and engineered fabrics and provide opportunities for all of ITG’s businesses to build upon SCI’s extensive global presence.”

 

Commenting further, Joseph Gorga said, “We are very excited about SCI becoming a part of ITG’s family of companies. We see tremendous opportunities to leverage and build off of the strengths of both companies.  SCI’s automotive safety and specialty niche engineered fabrics, along with globally fabricated airbag cushions, bring strong product diversification to ITG.  We expect to be able to benefit from many synergies in our R&D initiatives, manufacturing processes, purchasing strategies and international expansions.  In addition, through the combined company we expect to have access to financial capital across the full spectrum of products and businesses.”

 

SCI is a leading, low-cost supplier of automotive airbag fabric and cushions with operations in North America, Europe, China and South Africa.  The company is also a leading manufacturer of value-added synthetic fabrics used in a variety of niche industrial and commercial applications.  The company is headquartered in Greenville, South Carolina. 

 

ITG was organized in March 2004 by Wilbur L. Ross, Jr. to combine the assets of Burlington Industries and Cone Mills.  ITG is a diverse, innovative provider of global textile solutions and distinguished market brands to apparel and interior furnishings customers worldwide.  ITG operates four business units: Cone Denim, Burlington WorldWide (apparel fabrics), Burlington House (interior fabrics) and Carlisle Finishing. The company is headquartered in Greensboro, NC.

 

The combined company, to be headquartered in Greensboro, NC, will operate through five primary business units:  Automotive Safety Components, Cone Denim, Burlington WorldWide (apparel fabrics), Burlington House (interior fabrics) and Carlisle Finishing.  On a combined basis, net sales would have been $997.7 million for the year ended December 31, 2005 and $443.9 million for the six months ended June 30, 2006.  The company expects to employ over 9,000 people worldwide with operations in the United States, Mexico, China, Germany, Romania, Czech Republic, South Africa, Nicaragua and Vietnam.

 

ITG, SCI and SCI Merger Sub Inc., a wholly owned subsidiary of SCI, have entered into a merger agreement, dated August 29, 2006.  The combination of the companies will be accomplished through the merger of ITG with SCI Merger Sub.  Upon completion of the merger, SCI will change its name to “International Textile Group, Inc.”

 

Pursuant to the merger, all outstanding shares, or options to acquire shares, of stock of ITG will be exchanged for shares of stock of the combined company at an agreed upon exchange ratio.  Under that exchange ratio, every 1.4739 shares of ITG stock will be exchanged for one share of stock of the combined company.  All shares of stock of SCI outstanding prior to the merger will, upon completion of the merger, represent shares of stock, or rights to acquire stock, of the combined company. 

Affiliates of WL Ross & Co., which is controlled by Wilbur L. Ross, Jr., the chairman of the board of each of ITG and SCI, currently own approximately 75.6% of SCI’s outstanding stock and approximately 85.4% of ITG’s outstanding stock, and, after completion of the merger, are expected to own approximately 82% of the stock of the combined company.

 

The boards of directors of ITG and SCI each formed a special committee, in each case consisting of the sole director on each respective board who is not affiliated with WL Ross & Co., to negotiate and approve the terms and conditions of the combination transaction.  The special committee of ITG was advised by Kilpatrick Stockton LLP, which served as legal counsel, and by SunTrust Robinson Humphrey, which delivered an opinion to the ITG special committee that the exchange ratio in the merger is fair, from a financial point of view, to the stockholders of ITG (other than the stockholders affiliated with WL Ross & Co.).  The special committee of SCI was advised by Nixon Peabody LLP, which served as legal counsel, and by RSM EquiCo Capital Markets LLC, which delivered an opinion to the SCI special committee that the exchange ratio is fair, from a financial point of view, to the stockholders of SCI (other than the stockholders affiliated with WL Ross & Co.).  WL Ross & Co.’s legal counsel in the transaction was Jones Day.

 

Completion of the merger is subject to the satisfaction of various conditions, including approval of the transaction by ITG’s stockholders, approval of an amendment to SCI’s certificate of incorporation by SCI’s stockholders, and receipt of necessary regulatory approvals and consents. The stockholders affiliated with WL Ross & Co. have indicated that they will vote all of their shares of ITG and SCI stock in favor of such transaction, and stockholder approval is thereby assured.

 

The merger is expected to be completed in late 2006, subject to the receipt of necessary regulatory approvals and the satisfaction or waiver of other closing conditions.  Upon completion of the merger, the new ITG will operate as a public company with stock traded on the over-the-counter (OTC) bulletin board.

 

Additional Information

In connection with the proposed combination, SCI intends to file a registration statement on Form S-4, including a joint proxy statement/prospectus, with the Securities and Exchange Commission (the "SEC").  Investors are urged to read the registration statement including the joint proxy statement/prospectus (and all amendments and supplements to it), and other materials when they become available because they will contain important information.  Investors will be able to obtain free copies of the registration statement, including the joint proxy statement/prospectus, when they become available, as well as other filings containing information about SCI, without charge, at the SEC's web site  (www.sec.gov).  Copies of SCI's filings may also be obtained without charge from SCI at SCI's web site (www.safetycomponents.com) or by directing a request to SCI at 41 Stevens Street, Greenville, South Carolina 29605, Attn: Treasurer, (864) 240-2600.

SCI, its directors and executive officers and other members of management and its employees are potential participants in the solicitation of proxies by SCI's board of directors in respect of SCI's upcoming annual meeting of stockholders, which will be described in more detail in SCI's joint proxy statement/prospectus to be included as part of the registration statement. Information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus to be filed with the SEC as a part of the registration statement.

 

Forward-Looking Statements

Certain statements contained in this press release, including statements regarding the proposed combination of SCI and ITG, are not recitations of historical facts.  These "forward looking statements" may relate to SCI's or ITG's future plans, revenue, earnings, outlook, expectations and strategies, as well as the facts or assumptions underlying these statements, and involve a number of risks and uncertainties.  SCI's and ITG's actual results may differ materially from the results expressed or implied in these forward looking statements due to various risks, uncertainties or other factors.  These factors may include downturns in the automotive industry, decreases in the demand for textile products, increases in constituent raw materials prices, difficulties in executing business strategies and other risk factors described in SCI's filings with the SEC from time to time, including those to be described in the joint proxy statement/prospectus to be filed with the SEC in connection with the merger described above.  Neither SCI nor ITG undertake any obligation to update any forward looking statements.


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6.06.2006
International Textile Group’s Burlington WorldWide to Build Manufacturing Complex in Vietnam


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Greensboro, NC, June 6, 2006 -- International Textile Group, Inc. (ITG) announced today that its Burlington WorldWide division plans to build a state-of-the-art cotton manufacturing complex in DaNang, Vietnam. The complex will be a joint venture operation called Burlington Phong Phu Supply Chain City, 60% owned by a subsidiary of ITG (a WL Ross & Co. company) and 40% owned by Phong Phu Corporation, one of the largest textile and garment enterprises in Vietnam. The investment will exceed $80 million USD.

 

ITG began its exploration within Vietnam last February through its relationship with the Vietnam National Textile and Garment Corporation (Vinatex). Mr. Le Quoc An, chairman of Vinatex, was instrumental in facilitating the relationship and agreement with Phong Phu.

 

Supply Chain City will offer apparel customers a total supply chain solution from fabric to finished garments. The vertical operation will focus on the production of cotton, bottom-weight fabrics and finished garments. Capabilities will include weaving, dyeing and finishing operations as well as garment sewing and wet processing.

 

Supply Chain City is expected to be operational within the next 18 months with a dyeing and finishing capacity of 60 million yards. The complex will employ more than 1500 people.

 

“Vietnam is a country at the forefront of growth and provides an excellent platform for launching Burlington Phong Phu Supply Chain City,” commented Kenneth T. Kunberger, President for Burlington WorldWide. “Known for its complex needle, this region offers distinct skills in intricate sewing and apparel production. Supply Chain City brings together Burlington’s extensive fabric expertise with Phong Phu’s garment knowledge offering customers a unique, full-service garment solution.”

 

Wilbur L. Ross, Chairman of ITG said, “Vietnam is becoming an increasingly important resource for garment production. Its pending membership in the World Trade Organization will be critical to fully realize the future contributions of this country. We are pleased by last week’s U.S. trade agreement with Vietnam and urge the continued progress towards the country’s entry into the WTO.”

 

The Supply Chain City joint-venture partnership will be formally announced later today during the official signing ceremony in Ho Chi Minh City. Mr. Tran Quang Nghi, General Director of Phong Phu Corporation and Mr. Joseph Gorga, President and CEO for ITG presided over the ceremony which included government dignitaries and the media.

 

Burlington WorldWide (BWW), an International Textile Group Company, is a leading provider and marketer of technology and fashion driven products for the Menswear, Womenswear, Activewear, Uniform and Barrier markets. With offices Worldwide, BWW provides textile innovations and solutions to its clients and partners globally.

 

International Textile Group, Inc. (www.itg-global.com) was organized in March 2004 by Wilbur L. Ross to combine the assets of Burlington Industries and Cone Mills. ITG is a diverse, innovative provider of global textile solutions and distinguished market brands to apparel and interior furnishing customers worldwide. ITG operates four business units: Cone Denim, Burlington Worldwide, Burlington House and Carlisle Finishing.

 

Phong Phu Corporation is a state-owned company and member of VINATEX. Started in 1965, it operates today as one of the largest textile and garment enterprises in Vietnam. As a diverse manufacturer its products include a wide range of fabrics, yarns and garments. ###