The Boards of Holcim and Aggregate Industries are pleased to announce that they have reached unanimous agreement on the terms of a recommended cash offer to be made by Holcim to acquire the entire ordinary share capital of Aggregate Industries.
Holcim is offering the ordinary shareholders of Aggregate Industries 138pence per share. In addition, Aggregate Industries’ shareholders will be entitled to a second interim dividend of 2 pence per share if the offer becomes or is declared unconditional in all respects. A loan note
alternative will be made available. The offer, together with the proposed second interim dividend, values the entire issued ordinary share capital of Aggregate Industries at approximately £ 1.8 billion. Holcim will finance this investment with existing cash balances and new committed credit facilities.
Holcim currently owns 190 million Aggregate Industries shares representing 14.7 percent of the issued ordinary share capital of Aggregate Industries. Holcim has also received irrevocable undertakings to accept the offer from each of the Aggregate Industries directors that hold Aggregate Industries shares in respect of 6,485,796 Aggregate Industries shares, or 0.5 percent of the issued ordinary share capital of Aggregate Industries. These undertakings will remain binding in the event of a competing offer being made for Aggregate Industries and will cease to be binding only if the offer lapses or is withdrawn.
Holcim is delighted that Aggregate Industries’ Chief Executive, Peter Tom, intends to remain as Chief Executive of the Aggregate Industries Group and play a key role in the integration and the leveraging of the assets and skill base of the enlarged Holcim Group. The strategic benefits of strengthening the existing aggregates and ready-mix concrete businesses of Holcim include:
Adding 5.1bn tonnes of aggregates reserves (based on 2003 figures) which are well located and strategically important with an average life exceeding 70 years. With 7.0 million cubic metres of annual ready-mix concrete production (based on 2003 figures), Aggregate Industries also brings new sales channels to the combined group.
The acquisition will achieve the addition of aggregates and ready-mix concrete businesses in a number of key market regions served by Holcim in the United States. Holcim will gain entry into the UK, an attractive market for building materials, via the established market presence of Aggregate Industries.