Public Tender Offer
CRH PLC
05 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 the
shareholders of Getaz Romang Holding SA - a publicly quoted company on the SWX
Swiss Exchange - for all publicly held registered shares. The Board of Getaz
Romang has confirmed that it will support the public tender offer.
The offer price will be CHF 1,125 in cash per registered share, representing an
all- time high for the Getaz Romang shares and a premium of 22.5% to the average
closing price of the last 30 trading days (premium of 34.3% to the average
closing price of the last six months). The offer values the share capital of
Getaz Romang at CHF 540 million. The offer period is expected to run from 15
March to 13 April 2007. Getaz Romang's Board of Directors has informed CRH that
it 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 Getaz
Romang, Mr. Jean-Jacques Miauton and his nephew, Mr. Sebastien Mottier, who
together hold 23.55% of the share capital of Getaz Romang, to sell their Getaz
Romang shares to CRH at a price per share equal to the offer price, subject to
the offer having been declared unconditional. Both Mr. Jean-Jacques Miauton,
current CEO of Getaz Romang and Mr. Harry Bosshardt, current CEO of CRH's
existing 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) CRH
receives acceptances with respect to shares representing (together with the
shares purchased from Messrs. Miauton and Mottier) at least 66.7% of the Getaz
Romang shares outstanding, (ii) the Swiss Competition Authority has granted all
necessary approvals for the proposed transaction and (iii) an extraordinary
meeting of Getaz Romang shareholders, currently expected to be held on 17 April
2007, has cancelled the existing share transfer and voting right restrictions
and elected a new board of directors.
In 2005, Getaz Romang sales amounted to CHF 794 million with profit before
interest, tax, depreciation and amortisation (EBITDA) of CHF 45 million and EBIT
of CHF 34 million. In January, Getaz Romang announced sales for 2006 of CHF 875
million. Sales in CRH's Swiss distribution businesses in 2006 amounted to CHF
670 million. Together, the combined businesses will create a leading Swiss
building materials distribution company with annualised sales of over CHF 1.5
billion (€ 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 business
in the German-speaking region of Switzerland. The combination of the two
businesses will firmly establish the enlarged group 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.'
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 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 SCGLGDXSUGGGRU