Marsella Holdings S.à r.l.
Standard Industries: Acceptance period for Standard Industries’ voluntary public tender offer for Braas Monier begins today
DGAP-News: Marsella Holdings S.à r.l. / Key word(s): Offer – NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION – Acceptance period for Standard Industries’ voluntary public tender offer for Braas Monier begins today – Acceptance period from October 14 until December 23, 2016 – No minimum acceptance threshold New York/Frankfurt, October 14, 2016 – Today Standard Industries Inc., a leading global provider of roofing and waterproofing solutions, published the offer document for its voluntary public all-cash tender offer for outstanding shares of Braas Monier Building Group S.A. (ISIN LU1075065190). The publication of the offer document has been approved by the German Federal Financial Supervisory Authority (BaFin) and is available at http://www.standardindustriesoffer.com. Braas Monier’s shareholders can tender their shares into Standard Industries’ offer as of today, October 14, 2016. Acceptance must be indicated in writing to Deutsche Bank Aktiengesellschaft, which Standard Industries has commissioned to act as central settlement agent. The acceptance period will end on December 23, 2016 at 24 hours (CET). The offer is not contingent on any minimum acceptance threshold. Shareholders of Braas Monier will receive a cash consideration of EUR 25.00 per share. This represents a premium of 15 percent on the last unaffected closing share price on September 13, 2016. The offer values Braas Monier at approximately EUR 1.9 billion, including net debt. The offer is fully funded by available liquidity, ensuring 100 percent cash confirmation. “We are excited to bring together Standard Industries and Braas Monier, two highly complementary businesses. The combined company will be a pan-European provider of a broad suite of roofing and waterproofing solutions supported by a best in class distribution and service network,” said David Millstone, Co-CEO, Standard Industries. “This combination is about investment and growth, while providing increased diversification for Braas Monier,” said David Winter, Co-CEO, Standard Industries. “We believe that by combining our two companies to offer both flat and pitched solutions in Europe, we are better positioned to meet evolving customer preferences in today’s market and beyond,” he continued. The tender offer is subject to customary offer conditions such as antitrust approval by the European Commission and other jurisdictions. Complete terms and conditions of the takeover offer can be found in the offer document, whose publication has been approved by BaFin. The offer will close upon receipt of antitrust approvals. In accordance with German law, the board of Braas Monier is required to publish a reasoned opinion evaluating the takeover offer for Braas Monier’s shareholders. Copies of the offer document can also be obtained free of charge through the settlement agent for the offer, Deutsche Bank Aktiengesellschaft, Taunusanlage 12, 60325 Frankfurt am Main, Germany (inquiries by facsimile at +49 69 910 38794 or by email at dct.tender-offers@db.com). About Standard Industries Media Contacts: US Media:
This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, Braas Monier securities. The final terms and further provisions regarding the public takeover offer are disclosed in the offer document that has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of Braas Monier securities are strongly recommended to read the offer document and all announcements in connection with the public takeover offer as soon as they are published, since they contain or will contain important information. The offer will be made under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz (WpÜG)), the laws of the Grand Duchy of Luxembourg, in so far as they are applicable, and applicable provisions of the securities laws of the United States of America,. The offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany, the Grand Duchy of Luxembourg and the United States of America. Thus, no other announcements, registrations, admissions or approvals of the offer outside of the Federal Republic of Germany have been filed, arranged for or granted. Investors in, and holders of, securities in Braas Monier cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany, the Grand Duchy of Luxembourg, and the United States of America, in so far as their respective laws are applicable. Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public takeover offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction. Standard Industries reserves the right, to the extent legally permitted, to directly or indirectly acquire further shares outside the offer on or off the stock exchange. If such further acquisitions take place, information about such acquisitions, stating the number of shares acquired or to be acquired and the consideration paid or agreed on, will be published without undue delay. To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Standard Industries and the persons acting together with Standard Industries. Such forward-looking statements are based on current plans, estimates and forecasts, which Standard Industries and the persons acting together with Standard Industries have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Standard Industries or the persons acting together with Standard Industries. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. Standard Industries and the persons acting together with Standard Industries do not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assumptions or other factors.
2016-10-14 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG. |