Braas Monier and Standard Industries Agree to Amended Offer and Sign Business Combination Agreement

    Braas Monier and Standard Industries Agree to Amended Offer and Sign Business Combination
Agreement

DGAP-News: Braas Monier Building Group S.A. / Schlagwort(e):
Firmenzusammenschluss/Rechtssache
Braas Monier and Standard Industries Agree to Amended Offer and Sign
Business Combination Agreement

18.12.2016 / 20:23
Für den Inhalt der Mitteilung ist der Emittent verantwortlich.

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Braas Monier and Standard Industries Agree to Amended Offer and Sign
Business Combination Agreement

  - Shareholders who tender their shares into the offer to receive economic
    value of EUR 28.50 per currently held share

  - Braas Monier Board of Directors will unanimously support Standard
    Industries' amended voluntary takeover offer


LUXEMBOURG and NEW YORK, NY, 18 December 2016. Braas Monier Building Group
S.A. ("Braas Monier"), Marsella Holdings S.à r.l. and Standard Industries
Inc. (together, "Standard Industries") are pleased to announce an amended
offer (the "amended Offer") which the Board of Directors of Braas Monier
(the "Board") fully supports and which it will unanimously recommend
shareholders of Braas Monier to accept. The parties have today signed a
business combination agreement (the "Agreement").

"The Board is very pleased that a mutual agreement has been reached which
is favorable for all stakeholders involved. The amended Offer provides
excellent value for existing shareholders, who have strongly supported the
Braas Monier management and its growth strategy since the IPO," said
Pierre-Marie De Leener, Chairman of the Board of Directors of Braas Monier.
"For our employees and the management team the combination of these
successful businesses will open up new interesting development
opportunities while providing increased stability, diversification and
scale. Together, we will be in a position to offer our customers access to
a broader range of pitched and flat roofing solutions and an improved
service experience," said Georg Harrasser, CEO of Braas Monier.

"We are pleased to bring together Braas Monier and Standard Industries with
the unanimous support of the Braas Monier Board of Directors for our Offer.
We have always believed that the combination of these two companies will
create an unparalleled leader in the global roofing and waterproofing
industry, one that can focus on creating long-term value by investing in
its employees and both product and marketplace innovation," said David
Millstone, Co-CEO of Standard Industries. "The combination of Standard
Industries and Braas Monier provides tremendous benefit for all
stakeholders," said David Winter, Co-CEO of Standard Industries. "The
combined business will deliver enhanced scale, geographic diversification
and, most importantly, an outstanding brand and product portfolio with
which to serve our customers. We have tremendous respect for Braas Monier's
employees and management, and look forward to working together to build a
new global leader in our industry," he continued.

Increased Offer price
The Agreement provides that Standard Industries will increase the offer
price to be paid at closing of the Offer from EUR 25.00 by EUR 0.27 to EUR
25.27 per share.

Capital increase
In the Agreement, the parties have agreed that Standard Industries will
withdraw its litigation against Braas Monier with respect to the proposed
10% capital increase in a timely manner.

The Agreement provides that following the withdrawal of the litigation
against Braas Monier with respect to the proposed 10% capital increase, the
Board will resolve to issue 3,916,666 new ordinary bearer shares each with
a par value of EUR 0.01 and carrying dividend rights as from 1 January 2016
(the "New Shares") from a capital increase by incorporation of reserves,
making use of the authorized share capital of Braas Monier. The capital
increase will become effective upon the passing of the resolution. The
total share capital of Braas Monier will then amount to
EUR 430,833.33 and will be divided into 43,083,333 ordinary bearer shares,
each with a par value of EUR 0.01.

The New Shares will be allocated to shareholders at no additional cost to
them at a ratio of one New Share for every ten currently held shares. Some
shareholders may not be entitled to a full number of New Shares, but will
receive fractions of New Shares. Any New Share that cannot be allocated to
a single shareholder, will be sold and the proceeds there from will be
credited proportionately to those shareholders holding the fractions. Under
the terms of the Offer and in line with the Agreement, shareholders will be
able to tender both their currently held shares and New Shares during the
extended acceptance period and/or the additional acceptance period.

Interim dividend
Further, the Agreement provides that the Board will resolve to distribute
an interim dividend of EUR 0.64 per currently held share and New Shares
(equivalent to approximately EUR 27.6 million in total). The interim
dividend will be paid at or before 5 January 2017.

Total economic value for accepting Braas Monier shareholders
The total economic value of EUR 28.50 represents a 32.8% premium to the 30-
day VWAP and a 31.1% premium to Braas Monier's unaffected closing share
price of EUR 21.74 on 13 September 2016.

For shareholders who currently hold shares in Braas Monier and who tender
such shares into the Offer, it will lead to a total economic value afforded
to such shareholders of EUR 28.50 per currently held share, comprising:
  - EUR 25.00 per share under the initial offer;

  - EUR 0.30 per currently held share from the increase of the offer
    consideration (by EUR 0.27 for each currently held share and New
    Share);

  - EUR 2.50 per currently held share from the issuance of the New Shares;
    and

  - EUR 0.70 per currently held share from the interim dividend (of EUR
    0.64 for each currently held share and New Share).

Shareholders who do not tender their shares or New Shares will not receive
the offer consideration of EUR 25.27 per share. Shareholders who acquire
shares after the reference date for the issuance of the New Shares will not
receive the New Shares in respect of those shares. Shareholders who acquire
shares after the reference date for the interim dividend will not receive
the interim dividend in respect of those shares. Braas Monier will publish
those reference dates in due course.

Recommendation by the Board
The Board fully supports and will recommend that shareholders accept the
Offer, in accordance with the Agreement. Standard Industries will withdraw
its litigation against Braas Monier with respect to the proposed 10%
capital increase and will publish the amendment of the Offer in a timely
manner. The Board will publish a complete evaluation of the improved terms
in an amended reasoned opinion pursuant to Section 27 of the German
Securities Acquisition and Takeover Act (Wertpapiererwerbs- und
Übernahmegesetz (WpÜG)) before the end of the year.

Future of the combined business
Standard Industries intends to further develop and to expand the business
of Braas Monier and both companies aim to create a global leader in roofing
and waterproofing products, which will offer a full suite of roofing
products in both pitched and flat roofing and will benefit from a
significant manufacturing presence in all key geographies. To ensure
stability and continuity, Standard Industries confirms that the current CEO
(Mr. Georg Harrasser) and CFO (Mr. Matthew Russell) will remain in office
to further develop the Braas Monier business.

Workforce of Braas Monier
Standard Industries and Braas Monier acknowledge that the dedicated
workforce of Braas Monier is the foundation of the current and future
success of Braas Monier, and expressly view the Offer as an opportunity for
growth.

Standard Industries intends to continue and further strengthen a
constructive dialogue with all of the constituencies of the Braas Monier
workforce (including established works councils) and to support Braas
Monier in maintaining and developing an attractive and competitive
framework to retain an excellent employee base and to strengthen and
further develop Braas Monier. In particular, Standard Industries intends to
respect the statutory and contractual rights of the employees, works
councils and unions of Braas Monier.

Extension of acceptance period
Pursuant to Section 21 (5) of the German Securities Acquisition and
Takeover Act (Wertpapiererwerbs- und Übernahmegesetz (WpÜG)), the amendment
of the Offer will cause an extension of the acceptance period by two weeks.
Therefore, the extended acceptance period for the Offer will expire on 6
January 2017 24:00 hours (midnight) CET. The additional acceptance period
is expected to commence on 12 January 2017 and expire on 25 January 2017
24:00 hours (midnight) CET.

Braas Monier is being advised by Rothschild in relation to this matter.
Rothschild and UBS have provided a fairness opinion to the Board of Braas
Monier. Scott Harris in regards to shareholder engagement and Hengeler
Mueller and Bonn Steichen & Partners as legal advisors. Standard Industries
is being advised in relation to this matter by Moelis & Co. and Deutsche
Bank as financial advisors as well as Sullivan & Cromwell and Elvinger Hoss
Prussen as legal advisors.

Enquiries:

Braas Monier: Achim Schreck    Standard Industries: Melisa Tezanos
Director Group Communications / Investor Relations Head of Communications
Tel: [phone]     Tel: [phone]

CNC Communications:      Hering Schuppener Consulting:
Harald Kinzler       Phoebe Kebbel  
Tel: [phone]     Tel. [phone]

Forward-Looking Statement
This document contains forward-looking statements relating to the business,
financial performance and results of Braas Monier Building Group S.A. (the
'Company') and/or the industry in which the Company operates. The words
'anticipate', 'assume', 'believe', 'estimate', 'expect', 'foresee',
'intend', 'may', 'plan', 'project', 'should' and similar expressions are
used to identify forward-looking statements. Forward-looking statements are
statements that are not historical facts; they include statements about the
Company's beliefs and expectations and the assumptions underlying them.
These statements are based on plans, estimates and projections as they are
currently available to the management of the Company. Forward-looking
statements therefore speak only as of the date they are made, and the
Company undertakes no obligation to update any of them in light of new
information or future events. By their very nature, forward-looking
statements involve risks and uncertainties. These statements are based on
the Company's management's current expectations and are subject to a number
of factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements. Actual
results may differ from those set forth in the forward-looking statements
as a result of various factors (including, but not limited to, future
global economic conditions, changed market conditions affecting the
building materials industry, intense competition in the markets in which we
operate and costs of compliance with applicable laws, regulations and
standards, diverse political, legal, economic and other conditions
affecting our markets, and other factors beyond our control). This document
is intended to provide a general overview of the Company's business and
does not purport to deal with all aspects and details regarding the
Company. Neither the Company nor any of its directors, officers, employees
or advisors nor any other person shall have any liability whatsoever for
any errors or omissions or any loss howsoever arising, directly or
indirectly, from any use of this information or its contents or otherwise
arising in connection therewith. This document speaks as of its date and
the material contained in this presentation reflects current legislation
and the business and financial affairs of the Company which are subject to
change and audit.


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18.12.2016 Veröffentlichung einer Corporate News/Finanznachricht,
übermittelt durch DGAP - ein Service der EQS Group AG.
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   Sprache:        Deutsch
   Unternehmen:    Braas Monier Building Group S.A.
                   4, rue Lou Hemmer
                   1748 Senningerberg
                   Großherzogtum Luxemburg
   Internet:       www.braas-monier.com
   ISIN:           LU1075065190, LU1498426326
   WKN:            BMSA01, BMSA02
   Indizes:        SDAX
   Börsen:         Regulierter Markt in Frankfurt (Prime Standard);
                   Freiverkehr in Berlin, Düsseldorf, München, Stuttgart,
                   Tradegate Exchange



   Ende der Mitteilung    DGAP News-Service
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Unternehmen im Artikel: Braas Monier Building Group SA, BRAS MONI