CRH announces successful public tender offer for Gétaz Romang Holding
16 April 2007
CRH announced today, in line with the Swiss takeover rules, the successful outcome of the interim results of its tender offer for Gétaz Romang which has resulted in CRH controlling 96.79% of the share capital of Gétaz Romang. The offer values the share capital of Gétaz Romang at CHF 540 million. In accordance with the Swiss takeover rules, the offer will be reopened for a further ten trading days to allow shareholders who have not yet accepted the offer to do so. Completion of the offer, which is subject to certain conditions, is expected on 18 May 2007.
With its extensive operations in the French-speaking region of Switzerland, Gétaz Romang is an excellent fit with CRH's existing builders' merchants business in the German-speaking region of Switzerland. The combination of the two businesses will firmly establish the enlarged group, with annualised sales of over CHF 1.5 billion, 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.
The full text of the announcement made pursuant to the Swiss takeover rules is reproduced below:
CRH announces that by the end of the offer period of the public tender offer by CRH Europe Holding BV ("CRH Europe") for the publicly held registered shares of the Swiss company Gétaz Romang Holding SA ("Gétaz Romang"), which expired on 13 April 2007, 306,329 shares of Gétaz Romang had been notified for acceptance in the offer. This corresponds to 95.22% of the shares which were held by the public at the time of the publication of the offer. Taking into account the 43,000 shares of Gétaz Romang indirectly held by CRH Europe before publication of the offer, the 113,040 shares conditionally purchased from Messrs. Jean-Jacques Miauton and Sébastien Mottier on 4 March 2007, the 2,244 shares held in treasury by Gétaz Romang and the 306,329 shares notified for acceptance in the offer, CRH Europe currently controls a total of 464,613 shares of Gétaz Romang, representing 96.79% of the share capital of the company.
Also, the Swiss Competition Commission indicated today to CRH that the acquisition of Gétaz Romang by CRH does not raise any concern from a competition perspective.
CRH Europe declares the tender offer successful. The offer remains, however, subject to the fulfillment of certain conditions, in particular the removal of the share transfer and voting rights restrictions from the articles of association of Gétaz Romang and the appointment of CRH's candidates to the board of directors of Gétaz Romang. CRH expects that these items will be put on the agenda of the annual general meeting of Gétaz Romang, which will be held on 11 May 2007.
In compliance with the Swiss takeover rules, the offer will be re-opened for acceptances for an additional acceptance period of 10 trading days, which will run from 19 April 2007 until 3 May 2007, 4.00 p.m. central European time. Subject to the remaining conditions to the offer being either fulfilled or waived by then, the offer is expected to be settled on 18 May 2007.
The CRH group, headquartered in Ireland, has operations in 27 countries, including Switzerland. It employs approximately 80,000 people at over 3,300 locations throughout the world. The CRH group 2006 sales amounted to €18.7 billion. Its shares are traded on the Dublin, London, as well as New York Stock Exchanges. The CRH group operations focus on three closely related businesses: Primary Materials, Value added Building Products and Building Materials Distribution. Sales in CRH's Swiss distribution businesses, operating under the brand names Richner and BauBedarf and with 935 employees, amounted to CHF 670 million in 2006.
Gétaz Romang Holding is one of the Swiss leaders in building materials distribution, particularly strong in the French-speaking part of Switzerland. The company reported sales of CHF 875 million for 2006, with profit before interest, tax, depreciation and amortisation (EBITDA) of CHF 67 million and EBIT of CHF 57 million. Gétaz Romang employs 1,553 people.
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 Europe 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.