CRH enters binding agreement to acquire Adbri in Australia
27 2월 2024 - 6:36AM
Business Wire
On December 17, 2023, CRH plc, the leading provider of building
materials solutions, together with the Barro Group (“Barro” and
together with CRH the “Partners”), entered into an agreement with
Adbri Ltd (“Adbri”) in relation to a potential transaction to
acquire Adbri (the “Offer”) by way of a Scheme of Arrangement
(“Scheme”).
Following due diligence over the past two months, we are pleased
to announce CRH and Adbri have entered into a binding agreement
under which CRH will acquire the remaining 57% of the ordinary
shares of Adbri not owned by Barro for the previously agreed cash
consideration of A$3.20 per share. The Offer values Adbri at an
equity valuation of A$2.1 billion (US$1.4 billion) on a 100% basis
and values the approximately 53% of issued share capital that the
Partners do not currently have an interest in and which CRH has
agreed to acquire at A$1.1 billion (US$0.7 billion).
A committee comprised of the independent directors of the Adbri
Board has unanimously recommended that Adbri shareholders vote in
favour of the Scheme in the absence of a superior proposal and
subject to an independent expert concluding that the Scheme is in
the best interests of Adbri shareholders. The proposed transaction
is subject to customary terms and conditions as outlined in the
Scheme Implementation Deed, a copy of which was published by Adbri
today. The proposed transaction is expected to complete in
2024.
Albert Manifold, Chief Executive of CRH, said: “We are pleased
to reach this important milestone in the potential acquisition of
Adbri in partnership with the Barro family. Adbri is an attractive
business with high-quality assets and leading market positions that
complement our core competencies in cement, concrete and aggregates
while creating additional opportunities for growth and development
for our existing Australian business. We look forward to working
with the Barro family over the coming years to enhance the
long-term growth and performance of Adbri.”
About CRH
CRH (NYSE: CRH, LSE: CRH) is the leading provider of building
materials solutions that build, connect and improve our world.
Employing c.75,800 people at c.3,160 operating locations in 29
countries, CRH has market leadership positions in both North
America and Europe. As the essential partner for road and critical
utility infrastructure, commercial building projects and outdoor
living solutions, CRH’s unique offering of materials, products and
value-added services helps to deliver a more resilient and
sustainable built environment. The company is ranked among sector
leaders by Environmental, Social and Governance (ESG) rating
agencies. A Fortune 500 company, CRH’s shares are listed on the
NYSE and LSE.
Registered Office: No 12965. Registered
Office: 42 Fitzwilliam Square, Dublin 2, R02 R279, Ireland
Forward-Looking Statements
This document contains statements that are, or may be deemed to
be, forward-looking statements within the meaning of the United
States Private Securities Litigation Reform Act of 1995.
These forward-looking statements may generally, but not always,
be identified by the use of words such as "will", "is expected to",
“subject to” or similar expressions. These forward-looking
statements include all matters that are not historical facts or
matters of fact at the date of this document.
This document contains statements that are, or may be deemed to
be, forward-looking statements with respect to plans and
expectations regarding timing for completion of the transaction;
and plans and expectations regarding the long-term growth and
performance of Adbri, CRH’s partnership with Barro and the benefits
of the transaction, including in relation to CRH’s growth and
development opportunities in Australia.
Forward-looking statements are subject to risks, uncertainties
and other factors because they relate to events and depend on
circumstances that may or may not occur in the future and/or are
beyond CRH's control or precise estimate.
Such risks, uncertainties and other factors include, but are not
limited to, economic and financial conditions, including changes in
interest rates, inflation, price volatility and/or labor and
materials shortages; the pace of growth in the sectors in which we
operate; demand for construction and our products in geographic
markets in which we operate; increased competition; adverse changes
to laws and regulations; political uncertainty, including as a
result of political and social conditions in the jurisdictions CRH
operates in, or adverse political developments; failure to complete
or successfully integrate acquisitions or make timely divestments;
cyber-attacks and exposure of associates, contractors, customers,
suppliers and other individuals to health and safety risks,
including due to product failures. There are other important
factors, risks and uncertainties that could cause actual outcomes
and results to be materially different, including risks and
uncertainties relating to CRH described under “Principal Risks and
Uncertainties” in CRH’s Report on Form 6-K regarding the results
for the six-month period ended June 30, 2023, as filed with the US
Securities and Exchange Commission (the “SEC”), as well as
“Principal Risks and Uncertainties (Risk Factors)” in the Company’s
Annual Report on Form 20-F for the year ended December 31, 2022 as
filed with the SEC.
You are cautioned not to place undue reliance on any
forward-looking statements. These forward-looking statements are
made as of the date of this document. CRH expressly disclaims any
obligation or undertaking to publicly update or revise these
forward-looking statements other than as required by applicable
law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240226020519/en/
Contact CRH at +353 1 404 1000 Albert Manifold, Chief
Executive Jim Mintern, Chief Financial Officer Frank Heisterkamp,
Director of Capital Markets & ESG Tom Holmes, Head of Investor
Relations
CRH (NYSE:CRH)
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CRH (NYSE:CRH)
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