Lafarge S.A.
LAFARGE TO LAUNCH CASH TENDER OFFER FOR THE OUTSTANDING 46.8% MINORITY STAKE IN LAFARGE NORTH AMERICA
Corporate-news transmitted by DGAP – a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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Lafarge
PRESS RELEASE
Euronext: LG, NYSE: LR Paris, February 6, 2006
LAFARGE TO LAUNCH CASH TENDER OFFER
FOR THE OUTSTANDING 46.8% MINORITY STAKE IN LAFARGE NORTH AMERICA
Lafarge, the world leader in building materials, and owner of a 53.2% stake
in Lafarge North America (NYSE & TSX: LAF), today announced its intention
to launch a cash tender offer (the ‘Offer’) for the remaining 46.8%
minority stake it does not own. Lafarge intends to offer Lafarge North
America shareholders US$75 in cash for each Lafarge North America share
they hold, representing a 16.7% premium over Lafarge North America’s
closing stock price on February 3, 2006, and a 31.0% premium over Lafarge
North America’s average closing stock price over the past three months.
Based on the 35.3 million minority-owned shares and on outstanding options,
the Offer represents a total transaction value of US$3.0 billion.
The contemplated transaction, which Lafarge will fund entirely through
debt, is expected to be immediately accretive to Lafarge earnings per
share.
Bruno Lafont, who became Chief Executive Officer of Lafarge on January 1,
2006, said:
‘Lafarge’s offer to acquire the minority shares of Lafarge North America
represents a unique opportunity for Lafarge North America shareholders to
realize the value of their shares at a significant premium to Lafarge North
America’s current and recent stock price. The successful completion of our
tender offer will also benefit Lafarge and its shareholders.
‘This transaction makes strategic sense for Lafarge, because it will enable
us to pursue business and growth opportunities in North America even more
effectively. It makes operational sense, because it will
streamline and accelerate decision-making, free of the complexity of
operating through a partially owned, publicly traded subsidiary. And it
makes financial sense, because it will enable us to improve the use of
free cash flow at Group level and should be immediately accretive to our
earnings per share.
‘In short, this is a ‘win-win’ transaction for the shareholders, the
customers and the employees of both companies,’ Bruno Lafont said.
The Offer will be made directly to the shareholders of Lafarge North
America, and Lafarge intends to commence the contemplated tender offer
within two weeks. As part of the transaction, Lafarge will also
offer to purchase all outstanding exchangeable preference shares of Lafarge
Canada, a subsidiary of Lafarge North America.
The Offer will be conditioned upon, among other things, the tender of a
majority of the shares not held by Lafarge and its affiliates and the
ownership by Lafarge of at least 90% of the outstanding shares. Any
common shares not acquired in the tender offer are expected to be acquired
in a subsequent merger at the same price as the tender offer.
JP Morgan and BNP Paribas are acting as joint financial advisors and dealer
managers and Cleary Gottlieb Steen & Hamilton LLP is acting as legal
advisor to Lafarge in connection with the tender offer.
Neither Lafarge nor any of its affiliates has commenced the tender offer to
which this communication relates. Shareholders of Lafarge North America are
advised to read the Tender Offer Statement on Schedule TO, the Offer to
Purchase and any other documents relating to the tender offer that are
filed with the SEC when they become available, because they will contain
important information. Shareholders of Lafarge North America may obtain
copies of these documents for free, when available, at the SEC’s website at
www.sec.gov or by calling Innisfree M&A Incorporated, the Information Agent
for the Offer, at 1-888-750-5834.
Notes to Editors:
Lafarge, the world leader in building materials, holds top-ranking
positions in all four of its divisions:
Cement, Aggregates & Concrete, Roofing and Gypsum. Lafarge employs 77,000
people in 75 countries and posted sales of EUR14.4 billion in 2004.
Additional information is available on the web site at www.lafarge.com.
Lafarge North America is one of the largest publicly traded construction
materials providers in North America. Lafarge North America today is a
53.2%-owned subsidiary of Lafarge. The company has been listed on the New
York Stock Exchange since 1983 and is also listed on the Toronto Stock
Exchange.
Conference Call
An analyst conference call will be held on February 6, 2006 at 14:00 French
time, in English
(13:00 UK time; 08:00AM EDT in North America)
A slide presentation will be available from 12:00 French time on the
Lafarge website (www.lafarge.com)
If you wish to participate in the conference call, please dial:
From France: 0805 11 13 39
From UK toll free (UK only): 0800 073 89 89
From UK dial in local number: +44 (0) 1452 542 300
From USA toll free (US only): 1 866 220 14 52
Conference call name: ‘Lafarge’
COMMUNICATIONS: INVESTOR RELATIONS:
Stéphanie Tessier Yvon Brind’Amour
33-1 44-34-92-32 33-1 44-34-92-93
stephanie.tessier@Lafarge.com yvon.brindamour@Lafarge.com
Louisa Pearce-Smith / Lucy Wadge Danièle Daouphars
33-1 44-34-58-30 33-1 44-34-92-93
daniele.daouphars@Lafarge.com
Statements made in this press release that are not historical facts,
including the expected immediacy of earnings accretion, the improved use of
free cash flow and increased flexibility and efficiency in
implementing its North American strategy, are forward-looking statements
made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These statements are not guarantees of
future performance and involve risks, uncertainties and assumptions
(‘Factors’), which are difficult to predict. Some of the Factors that could
cause actual results to differ materially from those expressed in the
forward-looking statements include, but are not limited to: whether the
conditions of the tender offer will be satisfied; the cyclical nature of
the Company’s business; national and regional economic conditions in the
countries in which the Company does business; currency fluctuations;
seasonal nature of the Company’s operations; levels of construction
spending in major markets and, in particular, in North America;
supply/demand structure of the industry; competition from new or existing
competitors; unfavorable weather conditions during peak construction
periods; changes in and implementation of environmental and other
governmental regulations; our ability to successfully identify, complete
and efficiently integrate acquisitions; our ability to successfully
penetrate new markets; and other Factors disclosed in the Company’s public
filings with the French Autorité des Marchés Financiers and the
US Securities and Exchange Commission including the Company’s Reference
Document and Annual Report on Form 20-F. In general, the Company is subject
to the risks and uncertainties of the construction industry and of doing
business throughout the world. The forward-looking statements are made as
of this date and the Company undertakes no obligation to update them,
whether as a result of new information, future events or
otherwise.
(c)DGAP 06.02.2006
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language: English
emitter: Lafarge S.A.
61 Rue des Belles Feuilles BP 40
75782 Paris cedex 16 Frankreich
phone: -15674
fax: -15638
email: delphine.bueno@lafarge.com
WWW: www.lafarge.com
ISIN: FR0000120537
WKN: 850646
indexes:
stockmarkets: Freiverkehr in Berlin-Bremen, Düsseldorf, Hamburg, München,
Stuttgart
End of News DGAP News-Service
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