Saint-Gobain announced that it has entered into a definitive agreement with CSR to acquire all of the outstanding shares of CSR by way of an Australian scheme of arrangement for AUS$9.00 per share in cash.
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That is corresponding to an enterprise value of AUS$4.5 billion (c. €2.7 billion) and a net enterprise value of AUS$3.2 billion (c. €1.9 billion) post short to mid-term monetisable property value of at least AUS$1.3 billion.
CSR is a leading building products company in Australia for residential and non-residential construction with AUS$2.7 billion in total revenue, 30 manufacturing plants and around 2500 employees.
CSR is a unique opportunity for Saint-Gobain to establish a leading presence in the attractive Australian construction market.
This acquisition, which is fully aligned with the group’s vision as the worldwide leader in light and sustainable construction, is a decisive step to strengthen its presence in the fast growing markets of Asia-Pacific.
CSR consists principally of building products (AUS$2.0 billion sales and 17.7% EBITDA margin, consensus expected in fiscal year ending March-2024) with Australia’s most trusted and iconic brands that fit extremely well with Saint-Gobain’s worldwide offer on light and sustainable construction.
In addition, CSR holds a Property portfolio which is planned to be monetised in the short to mid-term for a value of at least AUS$1.3 billion, and an indirect minority participation (~25%) in an Aluminium business, on which Saint-Gobain will explore its options going forward.
The 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 20 February 2024, and a multiple (before synergies) of 10.7x analyst consensus EBITDA for CSR for fiscal year ending March-2024 of AUS$422 million.
Taking into account the short to mid-term monetisable value of the property business, it represents a multiple of 7.9x on Building Products consensus EBITDA for fiscal year ending March-2024 of AUS$406 million including AUS$60 million year 3 run-rate synergies.
The business combination has been unanimously approved by the Board of Directors of Saint Gobain. The Board of Directors of CSR has unanimously recommended that its shareholders vote in favour of the transaction. ■