CRH announces recommended public tender offer for Gétaz Romang Holding
05 March 2007
The Board of CRH plc announces that it shall submit a public tender offer to the shareholders of Gétaz Romang Holding SA - a publicly quoted company on the SWX Swiss Exchange - for all publicly held registered shares. The Board of Gétaz Romang has confirmed that it will support the public tender offer.
The offer price will be CHF 1,125 in cash per registered share, representing an all-time high for the Gétaz Romang shares and a premium of 22.5% to the average closing price of the last 30 trading days (premium of 34.3% to the average closing price of the last six months). The offer values the share capital of Gétaz Romang at CHF 540 million. The offer period is expected to run from 15 March to 13 April 2007. Gétaz Romang's Board of Directors has informed CRH that it intends to recommend to Gétaz Romang shareholders to accept the offer.
CRH has entered into a Sale and Purchase Agreement with the current CEO of Gétaz Romang, Mr. Jean-Jacques Miauton and his nephew, Mr. Sebastien Mottier, who together hold 23.55% of the share capital of Gétaz Romang, to sell their Gétaz Romang shares to CRH at a price per share equal to the offer price, subject to the offer having been declared unconditional. Both Mr. Jean-Jacques Miauton, current CEO of Gétaz Romang and Mr. Harry Bosshardt, current CEO of CRH's existing Swiss distribution business, will be members of the new Board. Mr. Miauton will become the CEO of the combined Swiss distribution group and Mr. Bosshardt will hold a senior position within CRH Europe Distribution.
The offer by CRH is subject to customary conditions, in particular that (i) CRH receives acceptances with respect to shares representing (together with the shares purchased from Messrs. Miauton and Mottier) at least 66.7% of the Gétaz Romang shares outstanding, (ii) the Swiss Competition Authority has granted all necessary approvals for the proposed transaction and (iii) an extraordinary meeting of Gétaz Romang shareholders, currently expected to be held on 17 April 2007, has cancelled the existing share transfer and voting right restrictions and elected a new board of directors.
In 2005, Gétaz Romang sales amounted to CHF 794 million with profit before interest, tax, depreciation and amortisation (EBITDA) of CHF 45 million and EBIT of CHF 34 million. In January, Gétaz Romang announced sales for 2006 of CHF 875 million. Sales in CRH's Swiss distribution businesses in 2006 amounted to CHF 670 million. Together, the combined businesses will create a leading Swiss building materials distribution company with annualised sales of over CHF 1.5 billion (€ 0.93 billion at CHF: € 1.61).
Commenting on the transaction, Liam O'Mahony, Chief Executive of CRH said:
"With its extensive operations in the French-speaking region of Switzerland , Gétaz Romang is an excellent fit with our existing builders' merchants business in the German-speaking region of Switzerland . The combination of the two businesses will firmly establish the enlarged group as a major national player in the Swiss builders merchanting sector and offers the opportunity for both companies to achieve operational synergies, greater depth in their distribution networks and an enlarged base from which to pursue future growth."
Contact CRH at Dublin 404 1000 (+353 1 404 1000)
|Liam O’Mahony ||Chief Executive |
|Myles Lee ||Finance Director |
|Éimear O’Flynn ||Head of Investor Relations |
|Maeve Carton ||Group Controller |
CRH Europe is not soliciting the tender in Gétaz Romang shares by any holder of such Gétaz Romang shares in the United States of America . Copies of this announcement are not being mailed or otherwise distributed in or sent into or made available in the United States . Persons receiving this document (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in, into or from the United States.
This announcement is being distributed in the United Kingdom only to and is directed at (a) persons who have experience in matters relating to investments falling within Article 19 (1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, in the United Kingdom (the "Order") or (b) high net worth entities, and other persons to whom this announcement may otherwise lawfully be communicated, falling within Article 49 (1) of the Order (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this announcement or any of its contents. The offer referred to in this announcement will not be available, and will not be engaged in with persons that are not relevant persons.
The tender offer announced herein will not directly or indirectly be made in a country or jurisdiction in which such offer would be illegal, otherwise violate applicable laws or regulations or which would require CRH to change the terms or conditions of the offer in any way, to submit an additional application to or to perform additional actions in relation to any governmental, regulatory or legal authority. It is not intended to extend the offer to any such countries or jurisdictions. Documents relating to the offer must neither be distributed in nor sent to such countries or jurisdictions. Such documents must not be used for the purpose of soliciting the purchase of securities of Gétaz Romang by anyone from such countries or jurisdictions.