DGAP-News: Braas Monier and Standard Industries Agree to Amended Offer and Sign Business Combination Agreement

Braas Monier and Standard Industries Agree to Amended Offer and Sign Business Combination Agreement

DGAP-News: Braas Monier Building Group S.A. / Schlagwort(e):

Firmenzusammenschluss/Rechtssache

Braas Monier and Standard Industries Agree to Amended Offer and Sign

Business Combination Agreement

18.12.2016 / 20:23

Für den Inhalt der Mitteilung ist der Emittent verantwortlich.

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Braas Monier and Standard Industries Agree to Amended Offer and Sign

Business Combination Agreement

- Shareholders who tender their shares into the offer to receive economic

value of EUR 28.50 per currently held share

- Braas Monier Board of Directors will unanimously support Standard

Industries' amended voluntary takeover offer

LUXEMBOURG and NEW YORK, NY, 18 December 2016. 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 "amended 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").

"The Board is very pleased that a mutual agreement has been reached which

is favorable for all stakeholders involved. The amended Offer provides

excellent value for existing shareholders, who have strongly supported the

Braas Monier management and its growth strategy since the IPO," said

Pierre-Marie De Leener, Chairman of the Board of Directors of Braas Monier.

"For our employees and the management team the combination of these

successful businesses will open up new interesting development

opportunities while providing increased stability, diversification and

scale. Together, we will be in a position to offer our customers access to

a broader range of pitched and flat roofing solutions and an improved

service experience," said Georg Harrasser, CEO of Braas Monier.

"We are pleased to bring together Braas Monier and Standard Industries with

the unanimous support of the Braas Monier Board of Directors for our Offer.

We have always believed that the combination of these two companies will

create an unparalleled leader in the global roofing and waterproofing

industry, one that can focus on creating long-term value by investing in

its employees and both product and marketplace innovation," said David

Millstone, Co-CEO of Standard Industries. "The combination of Standard

Industries and Braas Monier provides tremendous benefit for all

stakeholders," said David Winter, Co-CEO of Standard Industries. "The

combined business will deliver enhanced scale, geographic diversification

and, most importantly, an outstanding brand and product portfolio with

which to serve our customers. We have tremendous respect for Braas Monier's

employees and management, and look forward to working together to build a

new global leader in our industry," he continued.

Increased Offer price

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.

Capital increase

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 Share 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.

Interim dividend

Further, the Agreement provides that the Board will resolve to distribute

an interim dividend of EUR 0.64 per currently held share and New Shares

(equivalent to approximately EUR 27.6 million in total). The interim

dividend will be paid at or before 5 January 2017.

Total economic value for accepting Braas Monier shareholders

The total economic value of EUR 28.50 represents a 32.8% premium to the 30-

day VWAP and a 31.1% premium to Braas Monier's unaffected closing share

price of EUR 21.74 on 13 September 2016.

For shareholders who currently hold shares in Braas Monier and who tender

such shares into the Offer, it will lead to a total economic value afforded

to such shareholders of EUR 28.50 per currently held share, comprising:

- EUR 25.00 per share under the initial offer;

- EUR 0.30 per currently held share from the increase of the offer

consideration (by EUR 0.27 for each currently held share and New

Share);

- EUR 2.50 per currently held share from the issuance of the New Shares;

and

- EUR 0.70 per currently held share from the interim dividend (of EUR

0.64 for each currently held share and New Share).

Shareholders who do not tender their shares or New Shares will not receive

the offer consideration of EUR 25.27 per share. Shareholders who acquire

shares after the reference date for the issuance of the New Shares will not

receive the New Shares in respect of those shares. Shareholders who acquire

shares after the reference date for the interim dividend will not receive

the interim dividend in respect of those shares. Braas Monier will publish

those reference dates in due course.

Recommendation by the Board

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 publish 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.

Future of the combined business

Standard Industries intends to further develop and to expand the business

of Braas Monier and both companies aim to create a global leader in roofing

and waterproofing products, which will offer a full suite of roofing

products in both pitched and flat roofing and will benefit from a

significant manufacturing presence in all key geographies. To ensure

stability and continuity, Standard Industries confirms that the current CEO

(Mr. Georg Harrasser) and CFO (Mr. Matthew Russell) will remain in office

to further develop the Braas Monier business.

Workforce of Braas Monier

Standard Industries and Braas Monier acknowledge that the dedicated

workforce of Braas Monier is the foundation of the current and future

success of Braas Monier, and expressly view the Offer as an opportunity for

growth.

Standard Industries intends to continue and further strengthen a

constructive dialogue with all of the constituencies of the Braas Monier

workforce (including established works councils) and to support Braas

Monier in maintaining and developing an attractive and competitive

framework to retain an excellent employee base and to strengthen and

further develop Braas Monier. In particular, Standard Industries intends to

respect the statutory and contractual rights of the employees, works

councils and unions of Braas Monier.

Extension of acceptance period

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.

Braas Monier is being advised by Rothschild in relation to this matter.

Rothschild and UBS have provided a fairness opinion to the Board of Braas

Monier. Scott Harris in regards to shareholder engagement and Hengeler

Mueller and Bonn Steichen & Partners as legal advisors. Standard Industries

is being advised in relation to this matter by Moelis & Co. and Deutsche

Bank as financial advisors as well as Sullivan & Cromwell and Elvinger Hoss

Prussen as legal advisors.

Enquiries:

Braas Monier: Achim Schreck Standard Industries: Melisa Tezanos

Director Group Communications / Investor Relations Head of Communications

Tel: +49 6171 61 2859 Tel: +1 212 821 1596

CNC Communications: Hering Schuppener Consulting:

Harald Kinzler Phoebe Kebbel

Tel: +49 69 5060 37579 Tel. +49 69 921874 77

Forward-Looking Statement

This document contains forward-looking statements relating to the business,

financial performance and results of Braas Monier Building Group S.A. (the

'Company') and/or the industry in which the Company operates. The words

'anticipate', 'assume', 'believe', 'estimate', 'expect', 'foresee',

'intend', 'may', 'plan', 'project', 'should' and similar expressions are

used to identify forward-looking statements. Forward-looking statements are

statements that are not historical facts; they include statements about the

Company's beliefs and expectations and the assumptions underlying them.

These statements are based on plans, estimates and projections as they are

currently available to the management of the Company. Forward-looking

statements therefore speak only as of the date they are made, and the

Company undertakes no obligation to update any of them in light of new

information or future events. By their very nature, forward-looking

statements involve risks and uncertainties. These statements are based on

the Company's management's current expectations and are subject to a number

of factors and uncertainties that could cause actual results to differ

materially from those described in the forward-looking statements. Actual

results may differ from those set forth in the forward-looking statements

as a result of various factors (including, but not limited to, future

global economic conditions, changed market conditions affecting the

building materials industry, intense competition in the markets in which we

operate and costs of compliance with applicable laws, regulations and

standards, diverse political, legal, economic and other conditions

affecting our markets, and other factors beyond our control). This document

is intended to provide a general overview of the Company's business and

does not purport to deal with all aspects and details regarding the

Company. Neither the Company nor any of its directors, officers, employees

or advisors nor any other person shall have any liability whatsoever for

any errors or omissions or any loss howsoever arising, directly or

indirectly, from any use of this information or its contents or otherwise

arising in connection therewith. This document speaks as of its date and

the material contained in this presentation reflects current legislation

and the business and financial affairs of the Company which are subject to

change and audit.

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18.12.2016 Veröffentlichung einer Corporate News/Finanznachricht,

übermittelt durch DGAP - ein Service der EQS Group AG.

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Sprache: Deutsch

Unternehmen: Braas Monier Building Group S.A.

4, rue Lou Hemmer

1748 Senningerberg

Großherzogtum Luxemburg

Internet: www.braas-monier.com

ISIN: LU1075065190, LU1498426326

WKN: BMSA01, BMSA02

Indizes: SDAX

Börsen: Regulierter Markt in Frankfurt (Prime Standard);

Freiverkehr in Berlin, Düsseldorf, München, Stuttgart,

Tradegate Exchange

Ende der Mitteilung DGAP News-Service

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531011 18.12.2016