17th Nov 2005 07:02
Compagnie de Saint-Gobain17 November 2005 Not for release, publication or distribution, in whole or in part, in, into orfrom Australia or Canada 17 November 2005 SAINT-GOBAIN RECOMMENDED CASH OFFER of 775 pence for each BPB Share by BNP PARIBAS and UBS INVESTMENT BANK on behalf of the offeror a wholly-owned subsidiary of SAINT-GOBAIN and (in the United States) by the Offeror for BPB PLC Summary • The boards of Saint-Gobain and BPB are pleased to announce that they havereached agreement on the terms of a recommended cash offer for the entire issuedand to be issued ordinary share capital of BPB. • The Recommended Offer values each BPB Share at 775 pence and the entireissued ordinary share capital of BPB at approximately £3,894 million. • The BPB Directors, who have been so advised by Rothschild, consider theterms of the Recommended Offer to be fair and reasonable. In providing theiradvice, Rothschild has taken into account the commercial assessments of the BPBDirectors. The BPB Directors unanimously recommend that BPB Shareholders acceptthe Recommended Offer, as they intend to do so in respect of their ownbeneficial shareholdings amounting to 564,953 BPB Shares in aggregate. • The Recommended Offer represents a premium of approximately: - 51.2 per cent. to the closing price of 512.5 pence for each BPB Share on 20 July 2005, the last trading day prior to commencement of the Offer Period; and - 65.6 per cent. to the average closing price of 468.1 pence for eachBPB Share for the twelve months prior to and including 20 July 2005. Commenting on the Recommended Offer, Jean-Louis Beffa, Chairman and CEO ofSaint-Gobain said: "We are very pleased that we have today reached agreement on a price for BPBwhich their Board has recommended to their shareholders. I believe this is an excellent deal both for Saint-Gobain and BPB. Combining ourinsulation business with BPB creates a global leader in building interiorsolutions. It gives us high profitability, strong free cash flow generation andfurther access to multi-regional markets. It provides a real opportunity forSaint-Gobain to enhance its top-line growth and, with the benefit of theexpected synergies, meets the Group's financial acquisition criteria. After completing the transaction, we look forward to bringing together the teamsto fully realise the businesses' considerable potential." Commenting on the Recommended Offer, Sir Ian Gibson, Chairman of BPB said: "BPB's strategy has been to provide superior growth as a focused independentcompany. However, Saint-Gobain have today made a compelling offer which deliversfull value for BPB's world leading position and its future prospects.Accordingly, the BPB Board will be recommending shareholders to accept the 775pcash offer from Saint-Gobain." Enquiries Saint-GobainFlorence Triou-Teixeira, Head of IR Tel: +33 1 47 62 45 19Alexandre Etuy, Deputy Head of IR Tel: +33 1 47 62 37 15 BNP Paribas (joint financial adviser to Saint-Gobain)Thierry Dormeuil Tel: +33 1 42 98 12 34Oliver Ellingham Tel: +44 20 7595 2000 UBS Investment Bank (joint financial adviser and broker to Saint-Gobain)Charles-Henri Le Bret Tel: +33 1 48 88 30 30Liam Beere Tel: +44 20 7567 8000 Brunswick (PR adviser to Saint-Gobain)John Sunnucks Tel: +44 20 7404 5959Sophie Fitton Tel: +44 20 7404 5959 BPBSir Ian Gibson Tel: +44 1753 668 800 Rothschild (financial adviser to BPB)John Deans Tel: +44 20 7280 5000Ravi Gupta Tel: +44 20 7280 5000 Finsbury (PR adviser to BPB)James Murgatroyd Tel: +44 20 7251 3801 This summary should be read in conjunction with, and is subject to, the fulltext of the attached announcement. Terms used in this summary shall have themeaning given to them in Appendix I of the attached announcement. TheRecommended Offer is subject to the terms and conditions set out in theRecommended Offer Document and the New Form of Acceptance. The Recommended Offer is being made today and will be capable of acceptance fromand after the time that the Recommended Offer Document becomes available onwww.saint-gobain.com. From that time, copies of the Recommended Offer Document,the New Form of Acceptance and any related documents will be available fromCapita Registrars at Corporate Actions, PO Box 166, The Registry, 34 BeckenhamRoad, Beckenham, Kent BR3 4TH. In addition, the Recommended Offer Document andthe New Form of Acceptance will be posted to BPB Shareholders (other thanpersons with registered addresses in Restricted Jurisdictions) as soon aspossible. BNP Paribas and UBS are acting exclusively for Saint-Gobain and the Offeror inconnection with the Recommended Offer and no one else, and will not beresponsible to anyone other than Saint-Gobain and the Offeror for providing theprotections afforded to respective clients of BNP Paribas and UBS nor forproviding advice in relation to the Recommended Offer or any other matterreferred to herein. Rothschild, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting for BPB and no-one else in connectionwith the matters referred to herein and will not be responsible to anyone otherthan BPB for providing the protections afforded to clients of Rothschild or forgiving advice in relation to such matters. Copies of this announcement and any documentation relating to the RecommendedOffer are not being, and must not be, directly or indirectly, mailed orotherwise forwarded, distributed or sent in or into or from any RestrictedJurisdiction and persons receiving such documents (including custodians,nominees and trustees) must not mail or otherwise forward, distribute or send itin or into or from a Restricted Jurisdiction. The Recommended Offer in the United States is made solely by the Offeror andneither BNP Paribas, UBS nor any of their respective affiliates is making theRecommended Offer into the United States. In accordance with normal UK market practice and pursuant to an exemptive orderfrom the SEC, the Offeror, Saint-Gobain or their nominees or brokers (acting asagents) may from time to time make certain purchases of, or arrangements topurchase, BPB Shares outside the United States, other than pursuant to theRecommended Offer, before or during the period in which the Recommended Offerremains open for acceptance. These purchases may occur either in the openmarket at prevailing prices or in private transactions at negotiated prices.Any information about such purchases will be disclosed as required in the UK andcommunicated in the US by way of an announcement by or on behalf of the Offeror. This announcement, including information included or incorporated by referencein this announcement, contains "forward-looking statements" concerningSaint-Gobain and BPB. Information in this announcement relating to BPB has beencompiled from published sources. Generally, the words "will", "may", "should","continue", "believes", "expects", "intends", "anticipates" or similarexpressions identify forward-looking statements. These forward-lookingstatements involve risks and uncertainties that could cause actual results todiffer materially from those expressed in the forward-looking statements. Manyof these risks and uncertainties relate to factors that are beyond thecompanies' ability to control or estimate precisely, such as future marketconditions and the behaviour of other market participants. Although it isbelieved that the expectations reflected in such forward-looking statements arereasonable, no assurance can be given that such expectations will prove to havebeen correct. You are therefore cautioned not to place undue reliance on theseforward-looking statements, which speak only as of the date of this documentand, except as otherwise required by law, neither Saint-Gobain nor BPBundertakes to update any of the forward-looking statements set out herein. Not for release, publication or distribution, in whole or in part, in, into orfrom Australia or Canada 17 November 2005 SAINT-GOBAIN RECOMMENDED CASH OFFER of 775 pence for each BPB Share by BNP PARIBAS and UBS INVESTMENT BANK on behalf of the offeror a wholly-owned subsidiary of SAINT-GOBAIN and (in the United States) by the Offeror for BPB PLC 1. Introduction The boards of Saint-Gobain and BPB are pleased to announce that they havereached agreement on the terms of a recommended cash offer for the entire issuedand to be issued share capital of BPB. The BPB Directors, who have been so advised by Rothschild, consider the terms ofthe Recommended Offer to be fair and reasonable. In providing their advice,Rothschild has taken into account the commercial assessments of the BPBDirectors. The BPB Directors unanimously recommend that BPB Shareholders acceptthe Recommended Offer, as they intend to do so in respect of their ownbeneficial shareholdings amounting to 564,953 BPB Shares in aggregate. 2. The Recommended Offer BNP Paribas and UBS, on behalf of the Offeror outside the United States, and theOfferor, inside the United States, offer to acquire (subject to the furtherterms and conditions set out in the Recommended Offer Document and in the NewForm of Acceptance) the entire issued and to be issued share capital of BPB, onthe following basis: For each BPB Share 775 pence in cash BPB Shares will be acquired by or on behalf of the Offeror pursuant to theRecommended Offer fully paid and ranking pari passu with all other BPB Sharesand free from all liens, charges, equitable interests, encumbrances, rights ofpreemption and any other third party rights of any nature whatsoever andtogether with all rights now or hereafter attaching to such shares including,without limitation, the right to receive in full all dividends and otherdistributions (if any) declared, paid or made by BPB on or after the date of theAnnouncement (other than the final dividend for the year ended 31 March 2005paid on 19 August 2005). The Recommended Offer represents a premium of approximately: • 51.2 per cent. to the closing price of 512.5 pence for each BPB Share on 20July 2005, the last trading day prior to commencement of the Offer Period; and • 65.6 per cent. to the average closing price of 468.1 pence for each BPBShare for the twelve months prior to and including 20 July 2005. If the Recommended Offer becomes or is declared unconditional in all respects,the BPB Directors intend to cancel the Interim Dividend, which will not then bepaid. 3. Further terms and conditions of the Recommended Offer The Recommended Offer is subject to the conditions set out in Part A of AppendixI to the Recommended Offer Document (which are the same as the conditions to theOriginal Offer) and to the further terms set out in the Recommended OfferDocument and the New Form of Acceptance. 4. Procedure for acceptance of the Recommended Offer BPB Shareholders, whether or not they previously accepted the Original Offer,should read paragraph 7 of the letter from BNP Paribas and UBS contained in PartII of the Recommended Offer Document, which sets out the procedure foracceptance of the Recommended Offer. The Recommended Offer constitutes an entirely new offer for Companies Actpurposes and is not a revision, variation, extension or renewal of the OriginalOffer. The Recommended Offer replaces the Original Offer, which is no longercapable of acceptance by BPB Shareholders. The Recommended Offer has beenstructured as an entirely new offer for technical reasons in order to enable theOfferor (if the Recommended Offer becomes or is declared unconditional in allrespects and the Offeror receives valid acceptances of the Recommended Offer inrespect of, and/or otherwise acquires, at least 90 per cent of the BPB Shares towhich the Recommended Offer relates within four months of the date hereof) toimplement the procedures under sections 428-430F of the Companies Act tocompulsorily acquire the remaining BPB Shares to which the Recommended Offerrelates. As a result, acceptances of the Original Offer are no longer binding on BPBShareholders or the Offeror and will therefore be disregarded by the Offeror andwill not be deemed to be acceptances of the Recommended Offer. Such previousacceptances will be returned to BPB Shareholders, together with the relevantshare certificate(s) and/or other document(s) of title (if any) or the relevantTFE Instruction, as soon as practicable. Accordingly BPB Shareholders who havealready accepted the Original Offer and who wish to accept the Recommended Offerwill need to complete and return the New Form of Acceptance (together with therelevant share certificate(s) and other document(s) of title if any), or inrespect of BPB Shares held in uncertificated form, make a new acceptanceelectronically through CREST, as soon as possible. BPB Shareholders should note that the Code timetable remains unchanged by themaking of the Recommended Offer. Except with the consent of the Panel, the lastdate on which the Offer can become or be declared unconditional as toacceptances is Friday 2 December 2005. Therefore, BPB Shareholders who wish toaccept the Recommended Offer should do so as soon as possible and in any eventno later than 1.00 p.m. on 2 December 2005. 5. Management and Employees Saint-Gobain attaches great importance to the skills and experience of theexisting management and employees of BPB. If the Recommended Offer becomes or isdeclared unconditional in all respects, the existing employment rights,including pension rights, of all employees of the BPB Group will be fullysafeguarded. 6. BPB Share Option Schemes The Recommended Offer extends to any BPB Shares which are unconditionallyallotted or issued pursuant to the exercise of options or vesting of awardsunder the BPB Share Option Schemes while the Recommended Offer remains open foracceptance (or such earlier date as Saint-Gobain or the Offeror may decide,subject to the rules of the Code). Appropriate proposals will be made toparticipants in the BPB Share Option Schemes in due course. 7. Delisting and Compulsory Acquisition Once the Offeror has acquired or agreed to acquire, by virtue of its holdingsand acceptances of the Recommended Offer, issued share capital carrying 75 percent. of the voting rights of BPB, it intends to procure that BPB will apply forcancellation, respectively, of the trading in BPB Shares on the London StockExchange's market for listed securities and of the listing of BPB Shares on theOfficial List. It is anticipated that delisting would occur no earlier than 20business days after the Recommended Offer becomes or is declared unconditionalin all respects. Delisting would significantly reduce the liquidity andmarketability of any BPB Shares not assented to the Recommended Offer. If the Offeror receives acceptances in respect of, and/or otherwise acquires, 90per cent. or more of the BPB Shares to which the Recommended Offer relates, theOfferor intends to exercise its rights pursuant to the provisions of Sections428 to 430F of the Companies Act to acquire the remaining BPB Shares. 8. Overseas Shareholders The Recommended Offer (unless otherwise determined by the Offeror and permittedby applicable law and regulation) is not being made, directly or indirectly, inor into, Australia or Canada or any jurisdiction where to do so would violatethe laws in that jurisdiction, and the Recommended Offer is not capable ofacceptance from or within Australia or Canada or any such other jurisdiction.Accordingly, copies of this announcement, the Recommended Offer Document, theNew Form of Acceptance and any accompanying document are not being, and must notbe, directly or indirectly, mailed or otherwise forwarded, distributed or sentin, into or from Australia or Canada or any jurisdiction where to do so wouldviolate the laws in that jurisdiction, and persons receiving this announcement,the Recommended Offer Document, the New Form of Acceptance or any accompanyingdocument (including custodians, nominees and trustees) must not mail orotherwise distribute or send them in, into or from such jurisdictions as doingso may invalidate any purported acceptance of the Recommended Offer. Theavailability of the Recommended Offer to BPB Shareholders who are not residentin the United Kingdom may be affected by the laws of the relevant jurisdictionsin which they are citizens. Such persons should read paragraph 5 of Part B andparagraph 3 of Part C (if such person holds BPB Shares in certificated form) orparagraph 3 of Part D (if such person holds BPB Shares in uncertificated form)of Appendix I to the Recommended Offer Document and inform themselves of, andobserve, any applicable legal or regulatory requirements of their jurisdictions. Enquiries Saint-GobainFlorence Triou-Teixeira, Head of IR Tel: +33 1 47 62 45 19Alexandre Etuy, Deputy Head of IR Tel: +33 1 47 62 37 15 BNP Paribas (joint financial adviser to Saint-Gobain)Thierry Dormeuil Tel: +33 1 42 98 12 34Oliver Ellingham Tel: +44 20 7595 2000 UBS Investment Bank (joint financial adviser and broker to Saint-Gobain)Charles-Henri Le Bret Tel: +33 1 48 88 30 30Liam Beere Tel: +44 20 7567 8000 Brunswick (PR adviser to Saint-Gobain)John Sunnucks Tel: +44 20 7404 5959Sophie Fitton Tel: +44 20 7404 5959 BPBSir Ian Gibson Tel: +44 1753 668 800 Rothschild (financial adviser to BPB)John Deans Tel: +44 20 7280 5000Ravi Gupta Tel: +44 20 7280 5000 Finsbury (PR adviser to BPB)James Murgatroyd Tel: +44 20 7251 3801 Terms used in this announcement shall have the meaning given to them in AppendixI. This announcement should be read in conjunction with, and is subject to, thefull text of the Recommended Offer Document. The Recommended Offer is being made today and will be capable of acceptance fromand after the time that the Recommended Offer Document becomes available onwww.saint-gobain.com. From that time, copies of the Recommended Offer Document,the New Form of Acceptance and any related documents will be available fromCapita Registrars at Corporate Actions, PO Box 166, The Registry, 34 BeckenhamRoad, Beckenham, Kent BR3 4TH. In addition, the Recommended Offer Document andthe New Form of Acceptance will be posted to BPB Shareholders (other thanpersons with registered addresses in Restricted Jurisdictions) as soon aspracticable. BNP Paribas and UBS are acting exclusively for Saint-Gobain and the Offeror inconnection with the Recommended Offer and no one else, and will not beresponsible to anyone other than Saint-Gobain and the Offeror for providing theprotections afforded to respective clients of BNP Paribas and UBS nor forproviding advice in relation to the Recommended Offer or any other matterreferred to herein. Rothschild, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting for BPB and no-one else in connectionwith the matters referred to herein and will not be responsible to anyone otherthan BPB for providing the protections afforded to clients of Rothschild or forgiving advice in relation to such matters. Copies of this announcement and any documentation relating to the RecommendedOffer are not being, and must not be, directly or indirectly, mailed orotherwise forwarded, distributed or sent in or into or from any RestrictedJurisdiction and persons receiving such documents (including custodians,nominees and trustees) must not mail or otherwise forward, distribute or send itin or into or from a Restricted Jurisdiction. The Recommended Offer in the United States is made solely by the Offeror andneither BNP Paribas, UBS nor any of their respective affiliates is making theRecommended Offer into the United States. In accordance with normal UK market practice and pursuant to an exemptive orderfrom the SEC, the Offeror, Saint-Gobain or their nominees or brokers (acting asagents) may from time to time make certain purchases of, or arrangements topurchase, BPB Shares outside the United States, other than pursuant to theRecommended Offer, before or during the period in which the Recommended Offerremains open for acceptance. These purchases may occur either in the openmarket at prevailing prices or in private transactions at negotiated prices.Any information about such purchases will be disclosed as required in the UK andcommunicated in the US by way of an announcement by or on behalf of the Offeror. This announcement, including information included or incorporated by referencein this announcement, contains "forward-looking statements" concerningSaint-Gobain and BPB. Information in this announcement relating to BPB has beencompiled from published sources. Generally, the words "will", "may", "should","continue", "believes", "expects", "intends", "anticipates" or similarexpressions identify forward-looking statements. These forward-lookingstatements involve risks and uncertainties that could cause actual results todiffer materially from those expressed in the forward-looking statements. Manyof these risks and uncertainties relate to factors that are beyond thecompanies' ability to control or estimate precisely, such as future marketconditions and the behaviour of other market participants. Although it isbelieved that the expectations reflected in such forward-looking statements arereasonable, no assurance can be given that such expectations will prove to havebeen correct. You are therefore cautioned not to place undue reliance on theseforward-looking statements, which speak only as of the date of this documentand, except as otherwise required by law, neither Saint-Gobain nor BPBundertakes to update any of the forward-looking statements set out herein. APPENDIX I DEFINITIONS Terms used in this announcement shall have the meaning given to them in theOriginal Offer Document and the Circular (copies of which are available atwww.saint-gobain.com), unless the context otherwise requires. In addition tothose definitions, the following definitions apply throughout to thisannouncement: "Announcement" means the press release announcing the Original Offer by the Offeror for BPB dated 3 August 2005; "BPB Board" or "BPB Directors" means the board of directors of BPB; "Circular" means Saint-Gobain's circular to BPB Shareholders dated 9 November 2005; "Interim Dividend" means the proposed interim dividend of 8 pence per BPB Shares to be paid on 20 January 2006 to BPB Shareholders on the register on 23 December 2005; "New Form of Acceptance" means the form of acceptance and authority relating to the Recommended Offer; "Original Offer" means the original cash offer for the entire issued and to be issued share capital of BPB as set out in the Original Offer Document; "Original Offer Document" means the original offer document dated 31 August 2005 relating to the Original Offer sent to BPB Shareholders; "Recommended Offer" or "Recommended Cash means the recommended cash offer (in the United States) byOffer" the Offeror and (outside the United States) by BNP Paribas and UBS on behalf of the Offeror, to acquire all the issued and to be issued BPB Shares, on the terms and subject to the conditions set out in this announcement, the Recommended Offer Document and the New Form of Acceptance and including, where the context so requires, any subsequent revision, variation, extension or renewal of such offer; "Recommended Offer Document" means the document dated 17 November 2005 containing the Recommended Offer; "Recommended Offer Price" 775 pence per BPB Share; "Rothschild" means N M Rothschild & Sons Limited; and "UBS" or "UBS Investment Bank" means UBS Limited. APPENDIX II SOURCES AND BASES Unless otherwise stated, the financial information relating to BPB has beenextracted or derived, without material adjustment, from BPB's Annual Report. The Recommended Offer values the entire issued ordinary share capital of BPB atapproximately £3,894 million, based on (i) the Recommended Offer Price of 775pence in cash per BPB Share and (ii) 502,434,883 BPB Shares being in issue (assourced from the BPB Rule 2.10 announcement of 21 October 2005). The premium statistics are calculated from the market prices of BPB Shares,which have been derived from the Daily Official List. The International Securities Identification Number for BPB Shares isGB0000687078. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Saint Gobain Or