Braas Monier and Standard Industries Agree to Amended Offer and Sign Business Combination Agreement
Braas Monier Building Group S.A. / Key word(s): Takeover/Legal Matter
18-Dec-2016 / 20:21 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR, transmitted by
DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
Braas Monier and Standard Industries Agree to Amended Offer and Sign
Business Combination Agreement
Braas Monier Building Group S.A. ("Braas Monier"), Marsella Holdings S.à
r.l. and Standard Industries Inc. (together, "Standard Industries") are
pleased to announce an amended offer (the "Offer") which the Board of
Directors of Braas Monier (the "Board") fully supports and which it will
unanimously recommend shareholders of Braas Monier to accept. The parties
have today signed a business combination agreement (the "Agreement").
For shareholders who currently hold shares in Braas Monier and who tender
such shares into the Offer, the Agreement will lead to a total economic
value afforded to such shareholders of EUR 28.50 per currently held share.
The Agreement provides that Standard Industries will increase the offer
price to be paid at closing of the Offer from EUR 25.00 by EUR 0.27 to EUR
25.27 per share.
In the Agreement, the parties have agreed that Standard Industries will
withdraw its litigation against Braas Monier with respect to the proposed
10% capital increase in a timely manner.
The Agreement provides that following the withdrawal of the litigation
against Braas Monier with respect to the proposed 10% capital increase, the
Board will resolve to issue 3,916,666 new ordinary bearer shares each with
a par value of EUR 0.01 and carrying dividend rights as from 1 January 2016
(the "New Shares") from a capital increase by incorporation of reserves,
making use of the authorized share capital of Braas Monier. The capital
increase will become effective upon the passing of the resolution. The
total share capital of Braas Monier will then amount to EUR 430,833.33 and
will be divided into 43,083,333 ordinary bearer shares, each with a par
value of EUR 0.01.
The New Shares will be allocated to shareholders at no additional cost to
them at a ratio of one New Share for every ten currently held shares. Some
shareholders may not be entitled to a full number of New Shares, but will
receive fractions of New Shares. Any New Shares that cannot be allocated to
a single shareholder, will be sold and the proceeds there from will be
credited proportionately to those shareholders holding the fractions. Under
the terms of the Offer and in line with the Agreement, shareholders will be
able to tender both their currently held shares and New Shares during the
extended acceptance period and/or the additional acceptance period.
Further, the Agreement provides that the Board will resolve to distribute
an interim dividend of EUR 0.64 per currently held share and New Share
(equivalent to approximately EUR 27.6 million in total). The interim
dividend will be paid at or before 5 January 2017.
The Board fully supports and will recommend that shareholders accept the
Offer, in accordance with the Agreement. Standard Industries will withdraw
its litigation against Braas Monier with respect to the proposed 10%
capital increase and will publish the amendment of the Offer in a timely
manner. The Board will present a complete evaluation of the improved terms
in an amended reasoned opinion pursuant to Section 27 of the German
Securities Acquisition and Takeover Act (Wertpapiererwerbs- und
Übernahmegesetz (WpÜG)) before the end of the year.
Pursuant to Section 21 (5) of the German Securities Acquisition and
Takeover Act (Wertpapiererwerbs- und Übernahmegesetz (WpÜG)), the amendment
of the Offer will cause an extension of the acceptance period by two weeks.
Therefore, the extended acceptance period for the Offer will expire on 6
January 2017 24:00 hours (midnight) CET. The additional acceptance period
is expected to commence on 12 January 2017 and expire on 25 January 2017
24:00 hours (midnight) CET.
Director Group Communications / Investor Relations
Braas Monier Building Group
Tel: +49 6171 61 28 59
18-Dec-2016 CET/CEST The DGAP Distribution Services include Regulatory
Announcements, Financial/Corporate News and Press Releases.
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Company: Braas Monier Building Group S.A.
4, rue Lou Hemmer
Grand Duchy of Luxembourg
ISIN: LU1075065190, LU1498426326
WKN: BMSA01, BMSA02
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Munich,
Stuttgart, Tradegate Exchange
End of Announcement DGAP News Service