News: CSR Saint-Gobain To Acquire CSR Ltd For $9.00 Per Share

Feb 26 (Reuters) - Compagnie de Saint Gobain SA SGOB.PA :

• SAINT-GOBAIN SIGNS A DEFINITIVE AGREEMENT TO ACQUIRE CSR LIMITED, ESTABLISHING A LEADING POSITION IN LIGHT AND SUSTAINABLE CONSTRUCTION IN AUSTRALIA
• CLOSING EXPECTED IN THE SECOND HALF OF 2024
• BUSINESS COMBINATION HAS BEEN UNANIMOUSLY APPROVED BY THE BOARD OF DIRECTORS OF SAINT-GOBAIN
• A $9.00 PER SHARE, IN CASH, CORRESPONDING TO AN ENTERPRISE VALUE OF A $4.5 BLN (C. €2.7 BLN) AND A NET ENTERPRISE VALUE OF A $3.2 BLN(C. €1.9 BLN) POST SHORT TO MID-TERM MONETIZABLE PROPERTY VALUE OF AT LEAST A $1.3 BLN
• AGREED UPON PRICE REPRESENTS A PREMIUM OF 33% ABOVE THE VOLUME-WEIGHTED AVERAGE PRICE PER SHARE FOR THE 1-MONTH TRADING ENDED ON THE UNDISTURBED DATE OF FEBRUARY 20, 2024
• BUSINESS COMBINATION HAS BEEN UNANIMOUSLY APPROVED BY THE BOARD OF DIRECTORS OF SAINTGOBAIN. THE BOARD OF DIRECTORS OF CSR HAS UNANIMOUSLY RECOMMENDED THAT ITS SHAREHOLDERS VOTE IN FAVOR OF THE TRANSACTION.
• VALUE CREATION BY YEAR 3 FOLLOWING THE CLOSING OF THE TRANSACTION AND EPS (EARNINGS PER SHARE) ACCRETIVE FROM YEAR 1.
• MAINTAINING A STRONG BALANCE SHEET AND SOLID CREDIT RATING WITH A LIMITED IMPACT OF ABOUT 0.3X NET DEBT / EBITDA
• A $60 MLN EXPECTED SYNERGIES IN YEAR 3 FOLLOWING TRANSACTION CLOSE, OF WHICH A $50 MLN ARE COST SYNERGIES, DELISTING COSTS AND PURCHASING, AND AT LEAST A $10 MLN OF GROWTH SYNERGIES