5th Mar 2007 07:04
CRH PLC05 March 2007 N E W S R E L E A S E March 5, 2007 Not for release, publication or distribution in or into the United States , Canada , Australia or Japan CRH ANNOUNCES RECOMMENDED PUBLIC TENDER OFFER FOR GETAZ ROMANG HOLDING The Board of CRH plc announces that it shall submit a public tender offer to theshareholders of Getaz Romang Holding SA - a publicly quoted company on the SWXSwiss Exchange - for all publicly held registered shares. The Board of GetazRomang has confirmed that it will support the public tender offer. The offer price will be CHF 1,125 in cash per registered share, representing anall- time high for the Getaz Romang shares and a premium of 22.5% to the averageclosing price of the last 30 trading days (premium of 34.3% to the averageclosing price of the last six months). The offer values the share capital ofGetaz Romang at CHF 540 million. The offer period is expected to run from 15March to 13 April 2007. Getaz Romang's Board of Directors has informed CRH thatit intends to recommend to Getaz Romang shareholders to accept the offer. CRH has entered into a Sale and Purchase Agreement with the current CEO of GetazRomang, Mr. Jean-Jacques Miauton and his nephew, Mr. Sebastien Mottier, whotogether hold 23.55% of the share capital of Getaz Romang, to sell their GetazRomang shares to CRH at a price per share equal to the offer price, subject tothe offer having been declared unconditional. Both Mr. Jean-Jacques Miauton,current CEO of Getaz Romang and Mr. Harry Bosshardt, current CEO of CRH'sexisting 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) CRHreceives acceptances with respect to shares representing (together with theshares purchased from Messrs. Miauton and Mottier) at least 66.7% of the GetazRomang shares outstanding, (ii) the Swiss Competition Authority has granted allnecessary approvals for the proposed transaction and (iii) an extraordinarymeeting of Getaz Romang shareholders, currently expected to be held on 17 April2007, has cancelled the existing share transfer and voting right restrictionsand elected a new board of directors. In 2005, Getaz Romang sales amounted to CHF 794 million with profit beforeinterest, tax, depreciation and amortisation (EBITDA) of CHF 45 million and EBITof CHF 34 million. In January, Getaz Romang announced sales for 2006 of CHF 875million. Sales in CRH's Swiss distribution businesses in 2006 amounted to CHF670 million. Together, the combined businesses will create a leading Swissbuilding materials distribution company with annualised sales of over CHF 1.5billion (• 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 ,Getaz Romang is an excellent fit with our existing builders' merchants businessin the German-speaking region of Switzerland. The combination of the twobusinesses will firmly establish the enlarged group as a major national playerin the Swiss builders merchanting sector and offers the opportunity for bothcompanies to achieve operational synergies, greater depth in their distributionnetworks 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 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 to change the terms orconditions of the offer in any way, to submit an additional application to or toperform additional actions in relation to any governmental, regulatory or legalauthority. It is not intended to extend the offer to any such countries orjurisdictions. 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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