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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.tenderoffers@db.com). ##
About Standard Industries Standard Industries is a privately-held, global, diversified holding company with interests in building materials, aggregates, and related investment businesses in public equities and real estate. Founded in 1886, Standard Industries has over 15,000 employees and operations in more than 80 countries. Operating subsidiaries include: GAF, a leading North American roofing manufacturer; Braas Monier Building Group, a leading manufacturer and supplier of pitched roof products in Europe, parts of Asia and South Africa; Icopal, a leading European commercial roofing business; SGI, a leading North American aggregates and mining company supplying specialized products to the North American building materials industry; and Siplast, a provider of high-end modified bitumen membranes and liquid-applied roofing products.
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