16th Apr 2007 18:31
CRH PLC16 April 2007 April 16, 2007 Not for release, publication or distribution in or into the United States,Canada, Australia or Japan CRH ANNOUNCES SUCCESSFUL PUBLIC TENDER OFFER FOR GETAZ ROMANG HOLDING CRH announced today, in line with the Swiss takeover rules, the successfuloutcome of the interim results of its tender offer for Getaz Romang which hasresulted in CRH controlling 96.79% of the share capital of Getaz Romang. Theoffer values the share capital of Getaz Romang at CHF 540 million. In accordancewith the Swiss takeover rules, the offer will be reopened for a further tentrading 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 on18 May 2007. With its extensive operations in the French-speaking region of Switzerland,Getaz Romang is an excellent fit with CRH's existing builders' merchantsbusiness in the German-speaking region of Switzerland. The combination of thetwo businesses will firmly establish the enlarged group, with annualised salesof over CHF 1.5 billion, as a major national player in the Swiss buildersmerchanting sector and offers the opportunity for both companies to achieveoperational synergies, greater depth in their distribution networks and anenlarged base from which to pursue future growth. The full text of the announcement made pursuant to the Swiss takeover rules isreproduced below: CRH announces that by the end of the offer period of the public tender offer byCRH Europe Holding BV ("CRH Europe") for the publicly held registered shares ofthe Swiss company Getaz Romang Holding SA ("Getaz Romang"), which expired on 13April 2007, 306,329 shares of Getaz Romang had been notified for acceptance inthe offer. This corresponds to 95.22% of the shares which were held by thepublic at the time of the publication of the offer. Taking into account the43,000 shares of Getaz Romang indirectly held by CRH Europe before publicationof the offer, the 113,040 shares conditionally purchased from Messrs.Jean-Jacques Miauton and Sebastien Mottier on 4 March 2007, the 2,244 sharesheld in treasury by Getaz Romang and the 306,329 shares notified for acceptancein the offer, CRH Europe currently controls a total of 464,613 shares of GetazRomang, representing 96.79% of the share capital of the company. Also, the Swiss Competition Commission indicated today to CRH that theacquisition of Getaz Romang by CRH does not raise any concern from a competitionperspective. CRH Europe declares the tender offer successful. The offer remains, however,subject to the fulfillment of certain conditions, in particular the removal ofthe share transfer and voting rights restrictions from the articles ofassociation of Getaz Romang and the appointment of CRH's candidates to the boardof directors of Getaz Romang. CRH expects that these items will be put on theagenda of the annual general meeting of Getaz Romang, which will be held on 11May 2007. In compliance with the Swiss takeover rules, the offer will be re-opened foracceptances for an additional acceptance period of 10 trading days, which willrun 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 orwaived 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 3,300locations throughout the world. The CRH group 2006 sales amounted to €18.7billion. Its shares are traded on the Dublin, London, as well as New York StockExchanges. The CRH group operations focus on three closely related businesses:Primary Materials, Value added Building Products and Building MaterialsDistribution. Sales in CRH's Swiss distribution businesses, operating under thebrand names Richner and BauBedarf and with 935 employees, amounted to CHF 670million in 2006. Getaz Romang Holding is one of the Swiss leaders in building materialsdistribution, particularly strong in the French-speaking part of Switzerland.The company reported sales of CHF 875 million for 2006, with profit beforeinterest, tax, depreciation and amortisation (EBITDA) of CHF 67 million and EBITof CHF 57 million. Getaz Romang employs 1,553 people. Contact CRH at Dublin 404 1000 (+353 1 404 1000) Liam O'Mahony, Chief Executive Myles Lee, Finance Director Eimear O'Flynn, Head of Investor Relations Maeve Carton, Group Controller Important Notice: CRH Europe is not soliciting the tender in Getaz Romang shares by any holder ofsuch Getaz Romang shares in the United States of America. Copies of thisannouncement are not being mailed or otherwise distributed in or sent into ormade available in the United States. Persons receiving this document (includingcustodians, nominees and trustees) must not distribute or send such documents orany related documents in, into or from the United States. This announcement is being distributed in the United Kingdom only to and isdirected at (a) persons who have experience in matters relating to investmentsfalling 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 thisannouncement may otherwise lawfully be communicated, falling within Article 49(1) of the Order (all such persons together being referred to as "relevantpersons"). Any person who is not a relevant person should not act or rely onthis announcement or any of its contents. The offer referred to in thisannouncement will not be available, and will not be engaged in with persons thatare not relevant persons. The tender offer announced herein will not directly or indirectly be made in acountry or jurisdiction in which such offer would be illegal, otherwise violateapplicable laws or regulations or which would require CRH Europe to change theterms or conditions of the offer in any way, to submit an additional applicationto or to perform additional actions in relation to any governmental, regulatoryor legal authority. It is not intended to extend the offer to any such countriesor jurisdictions. Documents relating to the offer must neither be distributed innor sent to such countries or jurisdictions. Such documents must not be used forthe purpose of soliciting the purchase of securities of Getaz Romang by anyonefrom such countries or jurisdictions. CRH plc, Belgard Castle, Clondalkin, Dublin 22, Ireland TELEPHONE +353.1.4041000 FAX +353.1.4041007 E-MAIL [email protected] WEBSITE www.crh.com Registered Office, 42 Fitzwilliam Square, Dublin 2, Ireland This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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