RNS Number:6777P
Compagnie de Saint-Gobain
03 August 2005
Not for release, publication or distribution, in whole or in part, in, into or
from Australia, Canada or Japan
3 August 2005
SAINT-GOBAIN
CASH OFFER of
720 pence for each BPB Share
by
BNP PARIBAS
and
UBS INVESTMENT BANK
on behalf of
the offeror
a wholly-owned subsidiary of
SAINT-GOBAIN
and (in the United States) by the Offeror
for
BPB PLC
Summary
* The board of Saint-Gobain announces the terms of a cash offer for the
entire issued and to be issued ordinary share capital of BPB. The Offer
will be made outside the United States by BNP Paribas and UBS on behalf of
the Offeror, a wholly owned subsidiary of Saint-Gobain, and inside the
United States by the Offeror.
* The Offer of 720 pence in cash for each BPB Share, valuing the entire
issued and to be issued ordinary share capital of BPB at approximately
#3,677 million, provides BPB Shareholders with an opportunity to realise
value in cash at a very significant premium.
* The Offer represents a premium of approximately
- 40.5 per cent. to the closing price of 512.5 pence for each BPB Share
on 20 July 2005, the last trading day prior to commencement of the
Offer Period; and
- 43.3 per cent. to the average closing price of 502.5 pence for each
BPB Share for the three months prior to and including 20 July 2005,
the last trading day prior to commencement of the Offer Period.
* The Offer represents a multiple of
- 18.9 times earnings per share before exceptional items and goodwill
amortisation; and
- 9.8 times EBITDA for the year ended 31 March 2005.
* The multiples compare favourably with other transactions in the sector.
* The acquisition of BPB sits at the core of Saint-Gobain's strategy. The
board of Saint-Gobain strongly believes an acquisition of BPB by
Saint-Gobain will provide significant benefits:
- there is an excellent business case for a combination of
Saint-Gobain's and BPB's businesses, from both a product and
geographic perspective. In particular, the Enlarged Group will have a
broader global footprint from which to offer customers a wider range
of products and solutions;
- the Enlarged Group will be present in all key global building
materials markets with product offerings across a broad range of high
growth product segments, particularly insulation and plasterboard, and
will offer attractive development opportunities. BPB's strong
presence in the North American plasterboard market complements
Saint-Gobain's wall siding, roofing and insulation products portfolio
in that region. In Europe, the Enlarged Group will benefit from
further scale in building materials manufacturing and be able to
develop its presence in Central and Eastern Europe. The respective
footholds of BPB and Saint-Gobain in Asia will provide the Enlarged
Group with a platform for further expansion in high growth, emerging
markets;
- the combined industrial, commercial, technical and marketing
excellences, directed at the same client base (contractors,
distributors and installers) in the newbuild and renovation markets,
will improve the Enlarged Group's ability to fully benefit from market
growth opportunities;
- as part of the Enlarged Group, BPB will benefit from the financial
strength and geographic spread of a large international group;
- the partnership between Saint-Gobain and BPB will enable the Enlarged
Group to enhance top-line growth and generate cost synergies through a
combined product offering and the sharing of commercial, operational
and logistics best practices.
Commenting on the Offer, Saint-Gobain said:
"We are very disappointed that the Board of BPB has taken the attitude it has
taken. We have tried three times to engage BPB in meaningful negotiation and
have failed to do so. In both the press announcement of Friday 22 July and the
announcement that was put out this morning by BPB, our approach was described as
"unwelcome", but we very much doubt it is unwelcome to BPB Shareholders. In the
face of this inability to reach a private agreement, Saint-Gobain now has no
option other than to put its proposal to BPB Shareholders.
As the offer of Saint-Gobain is in cash, the issue for BPB Shareholders is the
fair value of BPB. Saint-Gobain has considered this issue very carefully and
believes that, based on the information available to it including that released
today, 720 pence per share fully and fairly values the company. It is now up to
the Board and management of BPB to put substance to its statement that
Saint-Gobain's proposal substantially undervalues BPB. We look forward to the
justification of this statement. It is a matter of real regret that we have to
conduct this price discussion in public."
This summary should be read in conjunction with, and is subject to, the full
text of the attached announcement. The Offer will be subject to the conditions
set out in Appendix I and to the full terms and conditions set out in the Offer
Document and Form of Acceptance.
Enquiries
Saint-Gobain (for analysts and investors)
Florence Triou-Teixeira, Head of IR Tel: +33 1 47 62 45 19
Alexandre Etuy, Deputy Head of IR Tel: +33 1 47 62 37 15
BNP Paribas (joint financial adviser to Saint-Gobain)
Oliver Ellingham Tel: +44 20 7595 2000
Thierry Dormeuil Tel: +33 1 42 98 12 34
UBS Investment Bank (joint financial adviser and broker to Saint-Gobain)
Liam Beere Tel: +44 20 7567 8000
Charles-Henri Le Bret Tel: +33 1 48 88 30 30
Brunswick (PR adviser to Saint-Gobain)
John Sunnucks Tel: +44 20 7404 5959
Sophie Fitton Tel: +44 20 7404 5959
Investor Communications
Analyst/investor presentation:
Time: 1:00 p.m. (London time) today
Venue: Butchers Hall, 87 Bartholomew Close, London EC1A 7EB
Dial-in: +44 20 7947 5011; replay from 2:00 p.m. (London time)
Live webcast: www.saint-gobain.com; replay at 6:00 p.m. (London time)
Media briefing:
Time: 3:00 p.m. (London time) today
Venue: Butchers Hall, 87 Bartholomew Close, London EC1A 7EB
Terms used in this summary shall have the meaning given to them in Appendix II.
The Offer Document and the Form of Acceptance will be posted to BPB Shareholders
(other than to persons with addresses in Restricted Jurisdictions), as soon as
practicable and, in any event, within 28 days of this announcement unless
otherwise agreed with the Panel.
This announcement does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to subscribe for or buy
any securities, pursuant to the Offer or otherwise. The Offer will be made
solely by the Offer Document and the Form of Acceptance accompanying the Offer
Document, which will contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted.
BNP Paribas and UBS are acting exclusively for Saint-Gobain and the Offeror in
connection with the Offer and no one else, and will not be responsible to anyone
other than Saint-Gobain and the Offeror for providing the protections afforded
to respective clients of BNP Paribas and UBS nor for providing advice in
relation to the Offer or any other matter referred to herein.
Copies of this announcement and any documentation relating to the Offer are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from a Restricted
Jurisdiction. The Offer (unless otherwise determined by the Offeror and
permitted by applicable law and regulation), will not be made, directly or
indirectly, in or into, a Restricted Jurisdiction and the Offer will not be
capable of acceptance from or within any Restricted Jurisdiction.
The ability of BPB Shareholders who are not resident in and citizens of the
United Kingdom to accept the Offer may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Such
persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Further details in relation to
overseas shareholders will be contained in the Offer Document.
The Offer in the United States is made solely by the Offeror and neither BNP
Paribas, UBS nor any of their respective affiliates is making the Offer into the
United States.
In accordance with normal UK market practice and pursuant to an exemptive order
from the SEC, the Offeror, Saint-Gobain or their nominees or brokers (acting as
agents) may from time to time make certain purchases of, or arrangements to
purchase, BPB Shares outside the United States, other than pursuant to the
Offer, before or during the period in which the Offer remains open for
acceptance. These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any information about
such purchases will be disclosed as required in the UK and communicated in the
US by way of an announcement by or on behalf of the Offeror.
This announcement, including information included or incorporated by reference
in this announcement, contains "forward-looking statements" concerning
Saint-Gobain and BPB. Information in this announcement relating to BPB has been
compiled from published sources. Generally, the words "will", "may", "should",
"continue", "believes", "expects", "intends", "anticipates" or similar
expressions identify forward-looking statements. These forward-looking
statements involve risks and uncertainties that could cause actual results to
differ materially from those expressed in the forward-looking statements. Many
of these risks and uncertainties relate to factors that are beyond the
companies' ability to control or estimate precisely, such as future market
conditions and the behaviour of other market participants. Although we believe
that the expectations reflected in such forward-looking statements are
reasonable, we can give no assurance that such expectations will prove to have
been correct. We caution you not to place undue reliance on these
forward-looking statements, which speak only as of the date of this document
and, except as otherwise required by law, Saint-Gobain does not undertake to
update any of the forward-looking statements set out herein.
Not for release, publication or distribution, in whole or in part, in, into or
from Australia, Canada or Japan
3 August 2005
SAINT-GOBAIN
CASH OFFER of
720 pence for each BPB Share
by
BNP PARIBAS
and
UBS INVESTMENT BANK
on behalf of
the offeror
a wholly-owned subsidiary of
SAINT-GOBAIN
and (in the United States) by the Offeror
for
BPB PLC
1. Introduction
The board of Saint-Gobain announces the terms of a cash offer for the entire
issued and to be issued ordinary share capital of BPB. The Offer will be made
outside the United States by BNP Paribas and UBS on behalf of the Offeror, a
wholly owned subsidiary of Saint-Gobain, and inside the United States by the
Offeror.
2. The Offer
Under the Offer, which will be subject to the conditions and further terms set
out in Appendix I and those to be set out in the Offer Document and Form of
Acceptance, BPB Shareholders will receive:
for each BPB Share 720 pence in cash
The Offer of 720 pence in cash for each BPB Share, valuing the entire issued and
to be issued ordinary share capital of BPB at approximately #3,677 million,
provides BPB Shareholders with an opportunity to realise value in cash at a very
significant premium.
* The Offer represents a premium of approximately
- 40.5 per cent. to the closing price of 512.5 pence for each BPB Share
on 20 July 2005, the last trading day prior to commencement of the
Offer Period; and
- 43.3 per cent. to the average closing price of 502.5 pence for each
BPB Share for the three months prior to and including 20 July 2005,
the last trading day prior to commencement of the Offer Period.
* The Offer represents a multiple of
- 18.9 times earnings per share before exceptional items and goodwill
amortisation; and
- 9.8 times EBITDA for the year ended 31 March 2005.
The multiples compare favourably with other transactions in the sector.
BPB Shares will be acquired by or on behalf of the Offeror pursuant to the Offer
fully paid and free from all liens, charges, equitable interests, encumbrances,
rights of pre-emption and any other third party rights of any nature whatsoever
and together with all rights now or hereafter attaching to such shares
including, without limitation, the right to receive in full all dividends (other
than the final dividend for the year ended 31 March 2005 to be paid on 19 August
2005) and other distributions (if any) declared, paid or made on or after the
date of this announcement. If any dividend (other than the final dividend for
the year ended 31 March 2005 to be paid on 19 August 2005) or other distribution
is declared, paid or made on or after the date of this announcement, the Offeror
reserves the right to reduce the Offer Price by the amount of such dividend or
distribution.
The sources and bases of certain financial information contained in this
announcement are set out in Appendix III.
3. Background to and reasons for the Offer
The acquisition of BPB sits at the core of Saint-Gobain's strategy. The board
of Saint-Gobain strongly believes an acquisition of BPB by Saint-Gobain will
provide significant benefits:
* There is an excellent business case for a combination of Saint-Gobain's
and BPB's businesses, from both a product and geographic perspective. In
particular, the Enlarged Group will have a broader global footprint from
which to offer customers a wider range of products and solutions;
* The Enlarged Group will be present in all key global building materials
markets with product offerings across a broad range of high growth product
segments, particularly insulation and plasterboard, and will offer
attractive development opportunities. BPB's strong presence in the North
American plasterboard market complements Saint-Gobain's wall siding,
roofing and insulation products portfolio in that region. In Europe, the
Enlarged Group will benefit from further scale in building materials
manufacturing and be able to develop its presence in Central and Eastern
Europe. The respective footholds of BPB and Saint-Gobain in Asia will
provide the Enlarged Group with a platform for further expansion in high
growth, emerging markets;
* The combined industrial, commercial, technical and marketing excellences,
directed at the same client base (contractors, distributors and installers)
in the newbuild and renovation markets, will improve the Enlarged Group's
ability to fully benefit from market growth opportunities;
* As part of the Enlarged Group, BPB will benefit from the financial strength
and geographic spread of a large international group;
* The partnership between Saint-Gobain and BPB will enable the Enlarged
Group to enhance top-line growth to generate and cost synergies through a
combined product offering and the sharing of commercial, operational and
logistics best practices.
Saint-Gobain intends to integrate BPB into its current organisational structure
as a new division within the Construction Products business. Saint-Gobain will
work proactively with BPB to enable a smooth and rapid integration of the two
companies and minimise disruption to BPB. Saint-Gobain has an existing close
working relationship with BPB through its joint venture in insulation products
in the United Kingdom and Ireland and Saint-Gobain hopes that the BPB management
team will continue to oversee the further development of this new division.
Saint-Gobain has a track record of successfully integrating large acquired
businesses.
4. Information on Saint-Gobain
Saint-Gobain is a leading global manufacturer of high-technology materials,
which include the production, processing and distribution of materials, such as
glass, ceramics, plastics and cast iron. Saint-Gobain operates in 49 countries
worldwide and fields a workforce of over 180,000.
Saint-Gobain is listed on the stock markets in Paris, London, Frankfurt, Zurich,
Brussels and Amsterdam with a stock market capitalisation of approximately Euro17.0
billion as at 1 August 2005. In the year ended 31 December 2004, Saint-Gobain
reported consolidated revenue of Euro32.0 billion (2003: Euro29.6 billion) and
operating profit of Euro2.6 billion (2003: Euro2.4 billion). As at 31 December 2004,
Saint-Gobain had shareholders' equity of Euro11.8 billion (2003: Euro11.3 billion) and
net debt of Euro5.6 billion (2003: Euro5.7 billion).
5. Information on BPB
BPB is the world leader in the supply of plasterboard and gypsum plasters, and a
major supplier of insulation, ceiling tiles and related products for interiors,
serving growing markets for building systems in over 50 countries. It operates
more than 130 manufacturing sites and employs more than 12,500 people worldwide.
BPB's annual plasterboard sales volume represents nearly 20 per cent. of a
world market of some 6.5 billion square metres, where demand is exhibiting
long-term average annual growth of about 5 per cent.
In the year ended 31 March 2005, BPB reported group revenue of #2,317 million
(2004: #2,171 million) and group operating profit of #272 million (2004: #202
million). As at 31 March 2005, BPB had shareholders' equity of #945 million
(2004: #819 million) and net debt of #422 million (2004: #495 million).
6. Directors, management and employees
If the Offer becomes or is declared unconditional in all respects, the existing
employment rights, including pension rights, of all employees of the BPB Group
will be fully safeguarded.
7. BPB Share Option Schemes
The Offer will extend to any BPB Shares which are unconditionally allotted or
issued pursuant to the exercise of the existing options under the BPB Share
Option Schemes while the Offer remains open for acceptance (or such earlier date
as Saint-Gobain or the Offeror may decide subject to the rules of the Code).
Appropriate proposals will be made to participants in the BPB Share Option
Schemes in due course.
8. Financing of the Offer
The cash consideration payable to BPB Shareholders under the terms of the Offer
will be provided from new facilities provided under the Credit Facilities
Agreement.
9. Overseas shareholders
The availability of the Offer to persons who are not resident in and citizens of
the United Kingdom may be affected by the laws of their relevant jurisdiction.
Such persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. Further details in relation to
overseas shareholders will be contained in the Offer Document.
Notwithstanding the foregoing, the Offeror retains the right to permit the Offer
to be accepted and any sale of securities pursuant to the Offer to be completed
if, in its sole discretion, it is satisfied that the transaction in question can
be undertaken in compliance with applicable law and regulation.
10. Delisting and compulsory acquisition
Once the Offeror has acquired or agreed to acquire, by virtue of its
shareholdings and acceptances of the Offer, issued share capital carrying 75 per
cent. or more of the voting rights of BPB, it intends to procure that BPB will
apply for cancellation, respectively, of the trading in BPB Shares on the London
Stock Exchange's market for listed securities and the listing of BPB Shares from
the Official List. A notice period of not less than 20 Business Days prior to
the cancellation will commence either on the Offeror attaining 75 per cent. or
more of the voting rights as described above or on the first date of the issue
of compulsory acquisition notices under Sections 428 to 430F of the Companies
Act. Delisting would significantly reduce the liquidity and marketability of
any BPB Shares not assented to the Offer.
If the Offeror receives acceptances of the Offer in respect of, and/or otherwise
acquires, 90 per cent. or more of the BPB Shares to which the Offer relates, the
Offeror intends to exercise its rights pursuant to the provisions of Sections
428 to 430F of the Companies Act to acquire the remaining BPB Shares to which
the Offer relates.
11. Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, any person who, alone or
acting together with any other person(s) pursuant to an agreement or
understanding (whether formal or informal) to acquire or control relevant
securities of BPB, owns or controls, or becomes the owner or controller,
directly or indirectly, of one per cent. or more of any class of securities of
BPB is required to disclose, by not later than 12.00 noon (London time) on the
London Business Day following the date of the relevant transaction, dealings in
such securities of that company (or in any option in respect of, or derivative
referenced to, any such securities) during the period to the date on which the
offer becomes or is declared unconditional as to acceptances or lapses or is
otherwise withdrawn.
Under the provisions of Rule 8.1 of the City Code, all dealings in relevant
securities of BPB by the Offeror or BPB, or by any of their respective "
associates" (within the meaning of the City Code) must also be disclosed.
If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on telephone number +44 (0) 207 638 0129; fax number +44 (0)
207 236 7013.
12. General
The Offer Document and the Form of Acceptance will be posted to BPB Shareholders
(other than to persons with addresses in Restricted Jurisdictions), within 28
days of the date of this announcement unless agreed otherwise with the Panel.
In deciding where or not to accept the Offer in respect of their BPB Shares, BPB
Shareholders should rely on the information contained in, and procedures
described in, the Offer Document and Form of Acceptance.
UBS AG and its affiliates, who are acting in concert with the Offeror, hold
2,167,122 BPB Shares. BNP Paribas and its affiliates, who are acting in concert
with the Offeror, hold (through BNP Paribas Arbitrage SNC) a long position of
8,000,000 BPB Shares as a hedge in relation to an open interest in an equity
swap (entered into on 5 July 2005 with a maturity date of 5 September 2005) that
consists of a basket of shares which includes 8,000,000 BPB Shares.
Save as set out in the paragraph above, neither the Offeror nor, so far as the
Offeror is aware, any other person acting in concert with the Offeror, owns or
controls any BPB Shares or any securities convertible or exchangeable into BPB
Shares or any rights to subscribe for or purchase the same, or holds any options
(including traded options) in respect of, or has any option to acquire, any BPB
Shares or has entered into any derivatives referenced to BPB Shares ("Relevant
BPB Securities") which remain outstanding, nor does any such person have any
arrangement in relation to Relevant BPB Securities. For these purposes, "
arrangement" includes any indemnity or option arrangement, any agreement or
understanding, formal or informal, of whatever nature, relating to Relevant BPB
Securities which may be an inducement to deal or refrain from dealing in such
securities. In view of the requirement for confidentiality, the Offeror has not
made any enquiries in respect of certain parties who may be deemed by the Panel
to be acting in concert with it for the purposes of the Offer.
The Credit Facilities Agreement provides that, save as required otherwise by the
Panel, (i) Conditions 2 to 4 to the Offer as set out in Appendix 1 may only be
waived or treated as satisfied with the prior written consent of BNP Paribas and
UBS and (ii) Conditions 5 to 11 of the Offer as set out in Appendix 1 may only
be waived or treated as satisfied with the prior written consent of the Majority
Lenders.
Information in this announcement relating to BPB has been compiled from
published sources.
As at 9:00 a.m. (London time) on 3 August 2005, BPB had 502,209,200 ordinary
shares of 50 pence in issue (ISIN number GB0000687078).
Enquiries
Saint-Gobain (for analysts and investors)
Florence Triou-Teixeira, Head of IR Tel: +33 1 47 62 45 19
Alexandre Etuy, Deputy Head of IR Tel: +33 1 47 62 37 15
BNP Paribas (joint financial adviser to Saint-Gobain)
Oliver Ellingham Tel: +44 20 7595 2000
Thierry Dormeuil Tel: +33 1 42 98 12 34
UBS Investment Bank (joint financial adviser and broker to Saint-Gobain)
Liam Beere Tel: +44 20 7567 8000
Charles-Henri Le Bret Tel: +33 1 48 88 30 30
Brunswick (PR adviser to Saint-Gobain)
John Sunnucks Tel: +44 20 7404 5959
Sophie Fitton Tel: +44 20 7404 5959
Terms used in this announcement shall have the meaning given to them in Appendix
III. The Offer Document and the Form of Acceptance will be posted to BPB
Shareholders (other than to persons with addresses in Restricted Jurisdictions),
as soon as practicable and, in any event, within 28 days of this announcement
unless otherwise agreed with the Panel.
This announcement does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to subscribe for or buy
any securities, pursuant to the Offer or otherwise. The Offer will be made
solely by the Offer Document and the Form of Acceptance accompanying the Offer
Document, which will contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted.
BNP Paribas and UBS are acting exclusively for Saint-Gobain and the Offeror in
connection with the Offer and no one else, and will not be responsible to anyone
other than Saint-Gobain and the Offeror for providing the protections afforded
to respective clients of BNP Paribas and UBS nor for providing advice in
relation to the Offer or any other matter referred to herein.
Copies of this announcement and any documentation relating to the Offer are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from a Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from a Restricted
Jurisdiction. The Offer (unless otherwise determined by the Offeror and
permitted by applicable law and regulation), will not be made, directly or
indirectly, in or into, a Restricted Jurisdictions and the Offer will not be
capable of acceptance from or within any Restricted Jurisdiction.
The ability of BPB Shareholders who are not resident in and citizens of the
United Kingdom to accept the Offer may be affected by the laws of the relevant
jurisdictions in which they are located or of which are citizens. Such persons
should inform themselves of, and observe, any applicable requirements. Further
details in relation to overseas shareholders will be contained in the Offer
Document.
The Offer in the United States is made solely by the Offeror and neither BNP
Paribas, UBS nor any of their respective affiliates is making the Offer into the
United States.
In accordance with normal UK market practice and pursuant to an exemptive order
from the SEC, the Offeror, Saint-Gobain or their nominees or brokers (acting as
agents) may from time to time make certain purchases of, or arrangements to
purchase, BPB Shares outside the United States, other than pursuant to the
Offer, before or during the period in which the Offer remains open for
acceptance. These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any information about
such purchases will be disclosed as required in the UK and communicated in the
US by way of an announcement by or on behalf of the Offeror.
This announcement, including information included or incorporated by reference
in this announcement, contains "forward-looking statements" concerning
Saint-Gobain and BPB. Information in this announcement relating to BPB has been
compiled from published sources Generally, the words "will", "may", "should", "
continue", "believes", "expects", "intends", "anticipates" or similar
expressions identify forward-looking statements. These forward-looking
statements involve risks and uncertainties that could cause actual results to
differ materially from those expressed in the forward-looking statements. Many
of these risks and uncertainties relate to factors that are beyond the
companies' ability to control or estimate precisely, such as future market
conditions and the behaviour of other market participants. Although we believe
that the expectations reflected in such forward-looking statements are
reasonable, we can give no assurance that such expectations will prove to have
been correct. We caution you not to place undue reliance on these
forward-looking statements, which speak only as of the date of this document
and, except as otherwise required by law, Saint-Gobain does not undertake to
update any of the forward-looking statements set out herein.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
The Offer will comply with the City Code and will be governed by English law and
be subject to the jurisdiction of the English courts. In addition, the Offer
will be subject to the terms and conditions set out below and in the Form of
Acceptance:
1 valid acceptances of the Offer being received (and not, where
permitted, withdrawn) by no later than 3.00 pm (London time) on the first
closing date of the Offer (or such later time(s) and/or date(s) as the Offeror
may, subject to the rules of the Code, decide) in respect of not less than 90
per cent. (or such lesser percentage as the Offeror may decide) of the BPB
Shares to which the Offer relates, provided that this condition will not be
satisfied unless the Offeror and/or any member of the Offeror Group shall have
acquired or agreed to acquire (whether pursuant to the Offer or otherwise) BPB
Shares carrying in aggregate more than 50 per cent. of the voting rights
normally exercisable at a general meeting of BPB. For the purposes of this
Condition:
1.1 BPB Shares which have been unconditionally allotted shall be deemed to
carry the voting rights which they will carry upon issue;
1.2 the expression "BPB Shares to which the Offer relates" shall be
construed in accordance with Sections 428 to 430F of the Companies Act; and
1.3 valid acceptances shall be deemed to have been received in respect of
BPB Shares which are treated for the purposes of section 429(8) of the Companies
Act as having been acquired or contracted to be acquired by the Offeror by
virtue of acceptances of the Offer;
2 in the event that the Offer constitutes a concentration with a
Community dimension within the scope of Council Regulation (EC) 139/2004 (the "
Regulation"):
2.1 the European Commission having confirmed, in terms satisfactory to the
Offeror, that it does not intend to initiate proceedings under Article 6(1)(c)
of the Regulation in respect of the Offer or any aspect of the Offer;
2.2 in the event that a request under Article 9(2) of the Regulation has been
made by a European Union or EFTA state, either:
2.2.2 the European Commission having confirmed, in terms satisfactory to the
Offeror, that it does not intend to refer the Offer or any aspect of the Offer
to the competent authorities of such a European Union or EFTA state in
accordance with Article 9(3) of the Regulation; or
2.2.2 in the event the European Commission, in accordance with Article 9(3) of
the Regulation, refers the Offer or any aspect of the Offer to the competent
authorities of such a European Union or EFTA state, that competent authority
indicating, in terms satisfactory to the Offeror, that it does not intend to
initiate second phase proceedings (as provided for under the national laws of
the relevant European Union or EFTA state) in respect of the Offer or any aspect
of the Offer;
3 all required filings having been made under the United States
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) and the rules
and regulations thereunder and all applicable waiting periods having expired or
been terminated as appropriate, in each case in connection with the Offer or any
aspect of the Offer;
4 to the extent that the Offer constitutes a concentration or is
otherwise subject to merger control approval in any jurisdiction not mentioned
in Conditions 2 or 3 above and the approval of the competent agency in that
jurisdiction is required before the Offeror can consummate the Offer, the
receipt of evidence, in a form and substance satisfactory to the Offeror, that
in relation to the Offer and the acquisition of any shares in, or control of,
the Offeree by the Offeror or any member of the Offeror's Group, all or any
applicable waiting and/or other time periods have expired, lapsed or been
terminated and any approvals have been obtained, unconditionally or, if subject
to conditions, on terms satisfactory to the Offeror;
5 no central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory or investigative body, trade agency, court,
professional association, or any other such body or person in any jurisdiction
(each a "Third Party") having given notice of a decision to take, institute or
threaten any action, proceeding, suit, investigation, enquiry or reference, or
having required any action to be taken, or otherwise having done anything, or
having enacted, made or proposed any statute, regulation, decision or order
which would:
5.1 make the Offer, its implementation or the acquisition or proposed
acquisition of any BPB Shares by the Offeror or any member of the Wider Offeror
Group void, unenforceable or illegal, or restrict, prohibit or delay to a
material extent or otherwise materially interfere with the implementation of, or
impose material additional conditions or obligations with respect to, or
otherwise materially challenge or require material amendment of, the Offer or
the acquisition of any BPB Shares by the Offeror;
5.2 result in a material delay in the ability of the Offeror, or render the
Offeror unable, to acquire some or all of the BPB Shares or require a
divestiture by the Offeror or any member of the Wider Offeror Group of any BPB
Shares;
5.3 require, prevent or delay the divestiture, or alter the terms envisaged
for any proposed divestiture, by the Offeror or any member of the Wider Offeror
Group or by any member of the Wider BPB Group of all or any part of their
respective businesses, assets or properties, or impose any limitation on their
ability to conduct their respective businesses (or any of them) or to own their
respective assets or properties or any part of them, to an extent in any such
case which is material in the context of the Offer;
5.4 impose any limitation on, or result in a material delay in, the ability
of the Offeror or any member of the Wider Offeror Group to acquire or to hold or
to exercise effectively, directly or indirectly, all rights of ownership of
shares, loans or other securities (or the equivalent) in BPB or the ability of
any member of the Wider BPB Group or the Offeror to hold or exercise effectively
any rights of ownership of shares, loans or other securities in or in any
respect which is material in the context of the Wider BPB Group to exercise
management control over any member of the Wider BPB Group;
5.5 save pursuant to the Offer or to Part XIIIA of the Companies Act,
require any member of the Wider Offeror Group or of the Wider BPB Group to
acquire or offer to acquire any shares or other securities (or the equivalent)
in, or any asset owned by, any member of the Wider BPB Group owned by any third
party;
5.6 result in any member of the Wider BPB Group ceasing to be able to carry
on business under any name which it presently does so, the consequences of which
would be material in the context of the Wider BPB Group;
5.7 impose any limitation that is material in the context of the business of
the Wider BPB Group on the ability of any member of the Wider Offeror Group or
the Wider BPB Group to integrate or co-ordinate the business of any member of
the Wider BPB Group, or any part of it, with that of any member(s) of the Wider
Offeror Group and/or any other member of the Wider BPB Group;
5.8 otherwise adversely affect the business, assets, liabilities, or profits
or prospects of any member of the Wider Offeror Group or of the Wider BPB Group,
to an extent in any such case which is material in the context of the Wider BPB
Group taken as a whole, and all applicable waiting and other time periods during
which any such Third Party could take, institute or threaten any such action,
proceeding, suit, investigation, enquiry or reference or otherwise so intervene
having expired, lapsed or been terminated;
6 all necessary material notifications and filings having been
made in connection with the Offer and all statutory and regulatory obligations
in connection with the Offer in any jurisdiction having been complied with and
all material authorisations, orders, recognitions, grants, consents, clearances,
confirmations, certificates, licences, permissions and approvals ("
Authorisations") deemed reasonably necessary or appropriate by the Offeror in
any jurisdiction for, or in respect of, the Offer and the acquisition or the
proposed acquisition of the BPB Shares by the Offeror or any member of the
Offeror Group having been obtained in terms reasonably satisfactory to the
Offeror from all appropriate Third Parties, all or any applicable waiting and
other time periods have expired, lapsed or been terminated (as appropriate) and
all such Authorisations (together with all material Authorisations deemed
reasonably necessary or appropriate to carry on the business of any member of
the Wider BPB Group) remaining in full force and effect at the time at which the
Offer becomes otherwise unconditional and there being no notice of any intention
to revoke, suspend, restrict, amend or not to renew any such Authorisations;
7 save as publicly announced by BPB prior to the date of this
announcement, there being no provision of any arrangement, agreement, lease,
licence, permit or other instrument to which any member of the Wider BPB Group
is a party or by or to which any such member or any of its assets is or may be
bound or be subject, which as a consequence of the Offer or the acquisition or
the proposed acquisition by the Offeror or any member of the Wider Offeror Group
of any shares or other securities (or the equivalent) in BPB or because of a
change in the control or management of any member of the Wider BPB Group or
otherwise, would result in:
7.1 any monies borrowed by, or any other indebtedness, actual or contingent,
of, any member of the Wider BPB Group being or becoming repayable, or being
capable of being declared repayable immediately or prior to their or its stated
maturity, or the ability of any such member to borrow monies or incur any
indebtedness being withdrawn or inhibited;
7.2 the creation or enforcement of any mortgage, charge or other security
interest, over the whole or any part of the business, property or assets of any
member of the Wider BPB Group or any such mortgage, charge or other security
interest (whenever arising or having arisen) becoming enforceable;
7.3 any such arrangement, agreement, lease, licence, permit or other
instrument being terminated or adversely modified or affected or any onerous
obligation or liability arising or any adverse action being taken thereunder;
7.4 (other than in the ordinary course of business) any assets or interests
of any member of the Wider BPB Group being or falling to be disposed of or
charged or any right arising under which any such asset or interest could be
required to be disposed of or charged;
7.5 any such member of the Wider BPB Group ceasing to be able to carry on
business under any name under which it presently does so; or
7.6 the value or financial or trading position, profits or prospects of BPB
or any member of the Wider BPB Group being prejudiced or adversely affected; or
7.7 the creation of any liability (actual or contingent) by any member of
the Wider BPB Group, in each case, to an extent which is material in the context
of the Wider BPB Group taken as a whole;
8 save as disclosed in the Annual Report, publicly announced
through a Regulatory Information Service prior to the date of this announcement,
no member of the Wider BPB Group having since 18 May 2005:
8.1 issued or agreed to issue or authorised or proposed or announced its
intention to authorise or propose the issue of additional shares of any class,
or securities convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares or convertible securities
(save as between BPB and wholly-owned subsidiaries of BPB and save for the issue
of BPB Shares to employees on the exercise of options granted under, or the
grant of options under, the BPB Share Option Schemes);
8.2 recommended, declared, paid or made or proposed to recommend, declare,
pay or make any bonus issue, dividend or other distribution whether payable in
cash or otherwise other than dividends (or other distributions whether payable
in cash or otherwise) lawfully paid or made to another member of the BPB Group;
8.3 (save for intra-BPB Group transactions) implemented, effected,
authorised, proposed or announced its intention to implement, effect, authorise
or propose any merger, demerger, reconstruction, amalgamation, scheme,
commitment or acquisition or disposal of assets or shares (or the equivalent
thereof) in any undertaking or undertakings that is material in the context of
the BPB Group taken as a whole or any change in its share or loan capital;
8.4 (save for intra-BPB Group transactions) disposed of, or transferred,
mortgaged or created any security interest over any asset or any right, title or
interest in any asset that is material in the context of the BPB Group taken as
a whole or authorised, proposed or announced any intention to do so;
8.5 (save for intra-BPB Group transactions) issued, authorised or proposed
or announced an intention to authorise or propose, the issue of any debentures
or (save for intra-BPB Group transactions or transactions under existing credit
arrangements) incurred any indebtedness or contingent liability which is
material in the context of the BPB Group as a whole;
8.6 entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, arrangement, agreement,
transaction or commitment (whether in respect of capital expenditure or
otherwise) which is of a long term, unusual or onerous nature or magnitude or
which involves or is reasonably likely to involve an obligation of such a nature
or magnitude which is, in any such case, or which is or is likely to be
restrictive on the business of any member of the Wider BPB Group, which is, in
any such case, material in the context of the Wider BPB Group;
8.7 entered into or varied to a material extent or authorised, proposed or
announced its intention to enter into or vary to a material extent the terms of,
or make any offer (which remains open for acceptance) to enter into or vary to a
material extent the terms of, any service agreement with any director or, save
for salary increases, bonuses or variations of terms in the ordinary course,
senior executive of BPB;
8.8 purchased, redeemed or repaid or announced a proposal to purchase,
redeem or repay any of its own shares or other securities (or the equivalent) or
reduced or made any other change to or proposed the reduction or other change to
any part of its share capital, save for any shares allotted upon the exercise of
options granted under the BPB Share Option Schemes or as between BPB and
wholly-owned subsidiaries of BPB;
8.9 waived, compromised or settled any claim which is material in the
context of the BPB Group as a whole;
8.10 terminated or varied the terms of any agreement or arrangement between any
member of the BPB Group and any other person in a manner which would or might
reasonably be expected to have a material adverse effect on the financial
position or prospects of the BPB Group taken as a whole;
8.11 (save as disclosed on publicly available registers) made any alteration to
its memorandum or articles of association;
8.12 made or agreed or consented to any significant change to the terms of the
trust deeds constituting the pension schemes established for its directors and/
or employees and/or their dependants or to the benefits which accrue, or to the
pensions which are payable, thereunder, or to the basis on which qualification
for or accrual or entitlement to such benefits or pensions are calculated or
determined or to the basis upon which the liabilities (including pensions) of
such pension schemes are funded or made, or agreed or consented to any change to
the trustees involving the appointment of a trust corporation;
8.13 been unable, or admitted in writing that it is unable, to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of any business which is material in the context of the BPB
Group as a whole;
8.14 (other than in respect of a member which is dormant and was solvent at the
relevant time) taken or proposed any corporate action or had any action or
proceedings or other steps instituted against it for its winding-up (voluntary
or otherwise), dissolution or reorganisation or for the appointment of a
receiver, administrator, administrative receiver, trustee or similar officer of
all or any material part of its assets or revenues or any analogous proceedings
in any jurisdiction or appointed any analogous person in any jurisdiction; or
8.15 entered into any agreement, arrangement or commitment or passed any
resolution or made any proposal or announcement with respect to, or to effect,
any of the transactions, matters or events referred to in this Condition 8;
9 since 18 May 2005, save as disclosed in the Annual Report, or
except as publicly announced by BPB (by the delivery of an announcement to a
Regulatory Information Service), in each case prior to the date of this
announcement, there having been:
9.1 no material adverse change in the business, assets, financial or trading
position or profits or prospects of any member of the Wider BPB Group; or
9.2 no litigation, arbitration proceedings, prosecution or other legal
proceedings having been announced or instituted by or against or remaining
outstanding against or in respect of any member of the Wider BPB Group and no
enquiry or investigation by or complaint or reference to any Third Party against
or in respect of any member of the Wider BPB Group having been threatened,
announced or instituted or remaining outstanding, against or in respect of any
member of the Wider BPB Group and which in any such case might reasonably be
expected to adversely affect any member of the Wider BPB Group; or
9.3 no contingent or other liability having arisen or become apparent to any
member of the Wider Offeror Group which might reasonably be expected to
adversely affect any member of the Wider BPB Group;
10 save as publicly announced by the delivery of an announcement to a
Regulatory Information Service prior to the date of this announcement or as
otherwise disclosed in the Annual Report, the Offeror not having discovered:
10.1 that the financial, business or other information concerning the Wider BPB
Group publicly announced or disclosed at any time by or on behalf of any member
of the Wider BPB Group is misleading, contains a misrepresentation of fact or
omits to state a fact necessary to make the information contained therein not
misleading and which is, in any case, material in the context of the Wider BPB
Group; or
10.2 that any member of the Wider BPB Group or partnership, company or other
entity in which any member of the Wider BPB Group has a significant economic
interest and which is not a subsidiary undertaking of BPB is subject to any
liability, contingent or otherwise, which is material in the context of the
Wider BPB Group taken as a whole; and
11 in relation to any release, emission, discharge, disposal or other
fact or circumstance which causes or might reasonably be expected to cause
pollution of the environment or harm to human health, no past or present member
of the Wider BPB Group having, in any manner or to an extent which is material
in the context of the Wider BPB Group (i) committed any violation of any laws,
statutes, ordinances or regulations of any Third Party and/or (ii) incurred any
liability (whether actual or contingent) with respect thereto.
For the purposes of the Conditions set out in this Appendix 1:
(i) "parent undertaking", "subsidiary undertaking", "associated undertaking
" and "undertaking" have the meanings given by the Companies Act 1985, but for
this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the Companies Act
1985; and
(ii) "substantial interest" means a direct or indirect interest in 20 per
cent. or more of the voting equity capital of an undertaking.
The Offeror reserves the right to waive, in whole or in part, all or any of the
above Conditions 2 to 11.
If the Offeror is required by the Panel to make an offer for BPB Shares under
the provisions of Rule 9 of the Code, the Offeror may make such alterations to
any of the above conditions including Condition 1 above, as are necessary to
comply with the provisions of that Rule.
The Offer will lapse unless all of the conditions set out above have been
fulfilled or, where permitted, waived or, where appropriate, have been
determined by the Offeror to be or remain satisfied, by midnight on the 21st day
after the later of the first closing date of the Offer and the date on which
Condition 1 is fulfilled (or in each case such later date as the Offeror may,
with the consent of the Panel, decide). The Offeror shall be under no
obligation to waive (if capable of waiver), to determine to be or remain
satisfied or to treat as fulfilled any of Conditions 2 to 11 (inclusive) by a
date earlier than the latest date specified above for the fulfilment of that
condition.
The Offer will lapse (unless otherwise agreed by the Panel) if, before the later
of 3.00 p.m. on the first closing date of the Offer and the date when the Offer
becomes or is declared unconditional as to acceptances:
(i) the European Commission initiates proceedings under Article 6(1)(c) of
Council Regulation (EC) 139/2004 (the "Regulation"); or
(ii) following a referral by the European Commission under Article 9.1 of the
Regulation to a competent authority in the United Kingdom, there is a subsequent
reference to the Competition Commission.
If the Offer so lapses, the Offer will cease to be capable of further acceptance
and accepting BPB Shareholders and the Offeror shall cease to be bound by Form
of Acceptance submitted before the time when the Offer lapses.
APPENDIX II
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
requires otherwise.
"Annual Report" the annual report and accounts of BPB for the year
ended 31 March 2005
"Authorisations" has the meaning given to it in condition 6 of
Appendix I
"BNP Paribas" BNP Paribas S.A.
"Board of BPB" the board of directors of BPB
"BPB" BPB PLC
"BPB Group" BPB and its subsidiaries and subsidiary
undertakings
"BPB Shareholders" holders of BPB Shares
"BPB Shares" the existing unconditionally allotted or issued
and fully paid (or credited as fully paid)
ordinary shares of 50 pence each in the capital of
BPB and any further such shares which may be
issued or unconditionally allotted (including
pursuant to the exercise of options granted prior
to the date hereof under the BPB Share Schemes)
prior to the date on which the Offer closes or,
subject to the provisions of the City Code, by
such earlier date as the Offeror may decide
"BPB Share Option Schemes" the employee share plans operated by BPB relating
to BPB Shares
"Business Day" a day, not being a public holiday, Saturday or
Sunday, on which clearing banks in London are open
for normal business
"Closing Price" the closing quotation of a share derived from the
Daily Official List
"City Code"or "Code" the City Code on Takeovers and Mergers
"Companies Act" the Companies Act 1985 (as amended)
"Credit Facilities Agreement" the agreement dated 3 August 2005 between amongst
others Saint-Gobain and, as mandated lead
arrangers, BNP Paribas and UBS Limited under which
the new facilities to satisfy the cash
consideration under the Offer will be provided by
BNP Paribas and UBS Limited
"Daily Official List" the Daily Official List of the London Stock
Exchange
"EBITDA" earnings before interest, tax, depreciation and
amortisation
"Enlarged Group" Saint-Gobain, its subsidiaries and its subsidiary
undertakings, following the Offer being declared
unconditional in all respects
"Form of Acceptance" the form of acceptance, election and authority
relating to the Offer which will accompany the
Offer Document
"London Stock Exchange" London Stock Exchange plc
"Majority Lenders" those lenders at any time whose commitments under
the Credit Facilities Agreement aggregate more
than 66.66 per cent. of the total commitments
under the Credit Facilities Agreement
"Offer" the cash offer to be made by BNP Paribas and UBS
on behalf of the Offeror outside the US and by the
Offeror in the US, to acquire the BPB Shares on
the terms and subject to the conditions to be set
out in the Offer Document and the Form of
Acceptance including, where the context so
requires, any subsequent revision, variation,
extension or renewal of such offer
"Offer Document" the document containing the terms and conditions
of the Offer and, where appropriate, any other
document(s) containing terms and conditions of the
Offer constituting the full terms and conditions
of the Offer
"Offeror" Saint-Gobain Aldwych Limited, a wholly-owned
subsidiary of Saint-Gobain, which is incorporated
in England and Wales
"Offeror Group" the Offeror and its subsidiaries and subsidiary
undertakings
"Offer Period" the period beginning on and including 21 July 2005
and ending on the latest of: (i) the first closing
date; (ii) the date on which the Offer becomes or
is declared unconditional as to acceptances; and
(iii) the date on which the Offer lapses
"Offer Price" 720 pence per BPB Share
"Panel" the Panel on Takeovers and Mergers
"Regulation" has the meaning given to it in condition 2 of
Appendix I
"Restricted Jurisdictions" Australia, Canada or Japan or any jurisdiction
where extension or acceptance of the Offer would
violate the law of that jurisdiction
"Saint-Gobain" Compagnie de Saint-Gobain S.A.
"SEC" US Securities and Exchange Commission
"substantial interest" a direct or indirect interest in 20 per cent. or
more of the voting equity capital of an
undertaking
"Third Party" has the meaning given to it in condition 5 of
Appendix I
"UBS" or "UBS Investment
Bank" UBS Limited
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern
Ireland
"US" or "United States" the United States of America, its territories and
possessions, any state of the United States and
the District of Columbia
"Wider BPB Group" BPB and its subsidiary undertakings, associated
undertakings and any undertakings in which BPB
and/or such undertakings (aggregating their
interest) have a substantial interest
"Wider Offeror Group" the Offeror and its subsidiary undertakings,
associated undertakings and any undertakings in
which the Offeror and/or such undertakings
(aggregating their interest) have a substantial
interest
APPENDIX III
SOURCES AND BASES
Unless otherwise stated, the financial information relating to BPB has been
extracted or derived, without material adjustment, from the Annual Report. The
information in this announcement relating to Saint-Gobain has been extracted or
derived, without material adjustment, from Saint-Gobain's 2004 annual report,
from Saint-Gobain's website (www.saint-gobain.com) and Datastream.
The Offer values the existing issued and to be issued ordinary share capital of
BPB at approximately #3,677 million, based on (i) the Offer Price of 720 pence
in cash per BPB Share, (ii) 502,209,200 BPB Shares being in issue (as sourced
from the BPB Rule 2.10 announcement of 2 August 2005) and (iii) 15,010,873
options outstanding (as sourced from the Annual Report), assuming full exercise
of those options and taking into account an average exercise price of 272 pence
per share for 4,712,112 of those options outstanding and then 333 pence per
share for the other 10,298,761 options outstanding.
The information on multiples achieved on other transactions in the sector
relates to EBITDA and earnings multiples based on the information provided in
the offer documents relating to these transactions and/or the last available
historic financial reports of the target prior to completion of the transaction.
The multiples have been adjusted for exceptional items and goodwill
amortisation.
The market prices of BPB Shares have been derived from the Daily Official List.
The International Securities Identification Number for BPB Shares is
GB0000687078.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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