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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.




Contact:
Achim Schreck 
Director Group Communications / Investor Relations Braas Monier Building Group

Tel: +49 6171 61 28 59
E-mail: achim.schreck@monier.com
Website: www.braas-monier.com



18-Dec-2016 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de



   Language:    English
   Company:     Braas Monier Building Group S.A.
                4, rue Lou Hemmer
                1748 Senningerberg
                Grand Duchy of Luxembourg
   Internet:    www.braas-monier.com
   ISIN:        LU1075065190, LU1498426326
   WKN:         BMSA01, BMSA02
   Indices:     SDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Munich,                 Stuttgart, Tradegate Exchange



     End of Announcement    DGAP News Service