Standard Industries to buy German roof maker Braas Monier for $1.15 billion
Staff Writer |
Braas Monier Building Group, Marsella Holdings and Standard Industries announced an amended offer which the board of Braas Monier supports and which it will unanimously recommend shareholders of Braas Monier to accept.
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The parties have signed a business combination agreement. 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.
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 January 1, 2016 (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.
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 January 5, 2017.
Total economic value for accepting Braas Monier shareholder
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. ■