TIDMCOD
RNS Number : 3297H
Compagnie de Saint-Gobain
26 May 2011
26 May 2011
Wendel and Saint-Gobain establish
the principles and objectives of their long-term cooperation
Wendel and Saint-Gobain are satisfied that the agreements signed
in March 2008 have allowed Saint-Gobain to develop in favorable
conditions. The representation of Wendel on Saint-Gobain's Board of
Directors, the creation of a Strategy Committee and the resulting
high-quality discussions have helped to establish a constructive
dialogue and efficient governance, and are likely to create
favorable conditions for the Group's development over the long
term.
Wendel, as leading shareholder, and Saint-Gobain, through the
agreement of its Board of Directors, therefore wish to confirm
clear governance principles in a spirit of continuity while marking
a new stage in the strategic cooperation and regular dialogue
between the two groups.
Wendel and Saint-Gobain reiterate their commitment to the
following principles:
- Support for the strategy approved by the Board of Directors
and implemented by Executive Management;
- Respect for Saint-Gobain's independence and equal treatment
for all shareholders; and
- Stability of the shareholder base, Wendel's contribution to
the Group's projects and its long- term commitment.
Wendel and Saint-Gobain affirm their determination to implement
the business model defined by Saint-Gobain's Board of Directors
which serves a clear ambition : to become the leading player in
sustainable housing, by offering solutions that make buildings
energy-efficient and more environmentally-friendly while improving
comfort and quality of life for all, and by maintaining its
exemplary approach to all aspects (economic, environmental, social
and societal) of sustainable development.
Saint-Gobain's business model is built on three main pillars:
Construction Products, Building Distribution and Innovative
Materials. Each of these businesses provides the Group with
specific advantages which together will help drive growth, notably
through targeted acquisitions.
As well as an extensive global footprint including in emerging
countries, the Construction Products sector offers the Group
leading-edge technical expertise, particularly in terms of energy
efficiency. This can be used to support the development of other
Group businesses throughout the world. The sector's construction
products and solutions also allow Saint-Gobain to meet the
fast-growing needs of emerging countries resulting from demographic
and economic change and rapid urbanization, and to provide mature
economies with sustainable habitat solutions.
Thanks to its close-up knowledge of customers and market trends,
the Building Distribution sector contributes to the entire Group.
Growth in this sector is driven by new store concepts and new
countries.
The third pillar of the model is the Innovative Materials
sector, which includes Flat Glass and High-Performance Materials.
This sector facilitates access to innovation, as well as to
emerging countries. It acts as a technological leader for the
entire Group, thanks to a diverse portfolio of materials, patents
and processes which have applications in a wide variety of sectors
and will also be used in building homes for tomorrow.
On 15 November 2010, the Group set the following objectives
through to 2015:
- organic growth in excess of the Group's historical average
organic growth rate, accompanied by a targeted acquisitions
policy;
- increase in the Group's profitability to above its historical
average;
- completion of the strategic refocus on Habitat and withdrawal
from Packaging (Verallia);
- stronger positions for the Group in high value-added
solutions;
- faster-paced development for the Group in Asia and emerging
countries.
The implementation of this strategy will be pursued while
respecting the need for strict financial discipline and a clear
policy of shareholder returns.
In terms of the Group's governance, Wendel currently holds three
out of sixteen seats on Saint-Gobain's Board of Directors, a
representation that will remain unchanged going forward. If Wendel
were to hold less than 10% of Saint-Gobain's voting rights, it
would be entitled to only one seat on the Board. A director
representing Wendel has also been appointed to each of
Saint-Gobain's Board committees where Wendel plays an important
role and this representation would therefore remain unchanged.
Wendel and the Group's Executive Management will consult with
each other in due time, notably as regards any draft resolution to
be put to the vote of shareholders' meetings. Neither of the two
groups will publish a press release nor publicly adopt a position
concerning the other party without having previously informed the
other party of its intention to do so.
Wendel confirms that it has no plans to increase its
shareholding, either directly or indirectly, alone or in concert,
beyond 21.5% of Saint-Gobain's capital. This provision will not
apply (i) if the number of Saint-Gobain shares is reduced or if
Saint-Gobain buys back its own shares, with Wendel's previously
held number of shares remaining unchanged, or (ii) if a stock
dividend is paid leading to an accretion of Wendel's interest.
These provisions regarding changes in Wendel's shareholding will no
longer apply if any other shareholder acting alone or in concert
crosses the threshold of 11% of Saint-Gobain's capital, or if a
tender offer is launched for Saint-Gobain. Finally, Wendel agrees
not to join a tender offer if the terms of the offer have not been
approved by Saint-Gobain's Board of Directors and to abstain from
any action that may provoke, encourage or help any such offer to
succeed as well as from publicly recommending such an offer, it
being specified that Wendel shall nevertheless remain free to
tender all or some of its shares if such an offer were to
occur.
Wendel shares Saint-Gobain's desire to promote a stable,
high-quality shareholder base. Consequently, should Wendel consider
transferring shares representing at least 5% of Saint-Gobain's
capital, on one or more occasions, to a limited number of buyers,
it shall inform Saint-Gobain's Executive Management of its
intention. Executive Management would then have one week to submit
an acquisition proposal of the shares concerned, by a third party
or by the Group, remaining valid for a reasonable period of time.
Following discussions between the Chairman of each party, Wendel
may accept Saint-Gobain's proposal or pursue another offer with
financial and key strategic characteristics that it considers in
good faith are better aligned with its own interests. Saint-Gobain
may ask Wendel to arrange a prior meeting with buyer(s) that would
have been identified. In any case, the Executive Management of
Saint-Gobain and Wendel will use their best efforts to make the
transaction a success, in a spirit of cooperation and partnership.
In the event of a tender offer for Saint-Gobain, this right of
first offer will not apply to any Saint-Gobain shares tendered by
Wendel to an offer declared valid by the market authorities.
The items described above provide a favourable basis for the
development of the long- term partnership between Saint-Gobain and
its leading shareholder, Wendel. It is understood that in the
unlikely event that Wendel should notice a disagreement with the
majority of Saint-Gobain's Board of Directors on an issue
considered of importance, Wendel and Saint-Gobain would use their
best efforts to jointly define, within a period of one month, an
amicable solution that allows Wendel to continue fulfilling its
role on the Board. If Wendel requested that a resolution not
approved by the Board be put to the vote of a shareholders' meeting
of Saint-Gobain, this would obviously constitute a disagreement on
an issue considered of importance. If the disagreement persisted,
Wendel and Saint-Gobain would be discharged from all of their
commitments stated herein and the directors representing Wendel
would be led to leave the Board at the end of the following
shareholders' meeting.
The aforementioned commitments are valid for a period of ten
years from the end of the shareholders' meeting of 9 June 2011.
The English language version of this text is a free translation
from the original, wihch was prepared in French. All possible care
has been taken to ensure that the translation is an accurate
representation of the original. However in all matters of
interpretation of information, views or opinion, the original
French language version of the document takes precedence over the
translation.
Analyst and investor contacts
Saint-Gobain Wendel
Florence Triou-Teixeira +33 1 47 62 45 19 Laurent Marie +33 1 42
85 91 31
Etienne Humbert +33 1 47 62 30 49 Olivier Allot +33 1 42 85 63
73
Vivien Dardel +33 1 47 62 44 29
Press contacts
Saint-Gobain Wendel
Sophie Chevallon +33 1 47 62 30 48 Anne-Lise Bapst + 33 1 42 85
63 24
Christele Lion + 33 1 42 85 91 27
This information is provided by RNS
The company news service from the London Stock Exchange
END
AGRPGUCAAUPGUQQ
Compagnie De Saint-gobain (LSE:COD)
Historical Stock Chart
From Jun 2024 to Jul 2024
Compagnie De Saint-gobain (LSE:COD)
Historical Stock Chart
From Jul 2023 to Jul 2024