Acquisition
CRH PLC
16 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 successful
outcome of the interim results of its tender offer for Getaz Romang which has
resulted in CRH controlling 96.79% of the share capital of Getaz Romang. The
offer values the share capital of Getaz 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,
Getaz 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 Getaz Romang Holding SA ('Getaz Romang'), which expired on 13
April 2007, 306,329 shares of Getaz 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 Getaz Romang indirectly held by CRH Europe before publication
of the offer, the 113,040 shares conditionally purchased from Messrs.
Jean-Jacques Miauton and Sebastien Mottier on 4 March 2007, the 2,244 shares
held in treasury by Getaz Romang and the 306,329 shares notified for acceptance
in the offer, CRH Europe currently controls a total of 464,613 shares of Getaz
Romang, representing 96.79% of the share capital of the company.
Also, the Swiss Competition Commission indicated today to CRH that the
acquisition of Getaz 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 Getaz Romang and the appointment of CRH's candidates to the board
of directors of Getaz Romang. CRH expects that these items will be put on the
agenda of the annual general meeting of Getaz 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.
Getaz 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. 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 of
such Getaz 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 Getaz Romang by anyone
from such countries or jurisdictions.
CRH plc, Belgard Castle, Clondalkin, Dublin 22, Ireland
TELEPHONE +353.1.4041000 FAX +353.1.4041007
E-MAIL mail@crh.com 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 Exchange