28 July 2015
Ad hoc: HeidelbergCement AG acquires 45% of the shares in Italcementi S.p.A.
Today, HeidelbergCement AG, Germany, has entered into a purchase agreement with Italmobiliare S.p.A. for its approx. 45% shareholding in Italcementi S.p.A., Italy (the “Stock Purchase Agreement”) listed on the Milan (Italy) stock exchange. The purchase price (subject to contractual purchase price reductions) amounts to € 10.60 per Italcementi share and therefore a total of around € 1.67 billion. The purchase price will be partially paid by way of issuing to Italmobiliare S.p.A. at least 7.75 million and at most 10.5 million new no-par value shares in HeidelbergCement AG (this corresponds to at least 3.96% and at most 5.29% of the new share capital) resulting from a yet to be carried out capital increase against contribution in kind.
The closing of the Stock Purchase Agreement is subject to, inter alia, approval by the competition authorities, particularly in Europe and in the USA, and is expected to take place during 2016. In the event that the Stock Purchase Agreement is consummated, HeidelbergCement AG or one of its subsidiaries will make a mandatory public cash offer under Italian law to all remaining Italcementi shareholders to acquire their shares at the price provided for by applicable law (the “Mandatory Offer”) that as of today is expected to be equal to € 10.60. In case certain adjustment mechanisms under the Stock Purchase Agreement reduce the price per share paid at the closing of the Stock Purchase Agreement, the same per share reduction will be expected to be applied to the price under the Mandatory Offer.
The acquisition will be financed through a bridge financing of € 4.4 billion provided by a bank consortium. The bridge financing is to be repaid by issuing bonds, as well as by operational cashflow and proceeds from streamlining the portfolio.
The Managing Board
Ad-hoc disclosure pursuant to section 15 German Securities Trading Act (WpHG)
This announcement was only made in order to comply with the statutory notification obligations of HeidelbergCement AG pursuant to section 15(1) German Securities Trading Act. The Mandatory Offer will only be made if the Stock Purchase Agreement is consummated. In this case the conditions and additional provisions of the Mandatory Offer (after approval of its publication by Consob) would be disclosed in the relevant offering document.
Certain statements in this announcement relating to the acquisition of the shares in Italcementi S.p.A pursuant to the Stock Purchase Agreement and the Mandatory Offer constitute “forward-looking statements”. These statements reflect the management board’s current expectations regarding future events and speak only as of the date of this announcement. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance and will not necessarily be accurate indications of whether or not, or the times at or by which, events will occur. Actual performance may differ materially from that expressed or implied in such statements. These statements rely on assumptions which may or may not be realized. This announcement does not constitute an offer to sell or an offer or the solicitation of an offer to buy any securities.