TIDMCRH
RNS Number : 1075X
CRH PLC
18 December 2023
Press Release
CRH proposal to acquire Adbri in Australia
CRH plc, the leading provider of building materials solutions,
together with the Barro Group ("Barro" and together with CRH the
"Partners") have entered into an agreement with Adbri Ltd ("Adbri"
or the "Company") in relation to a potential transaction to acquire
Adbri that is recommended by the Independent Board Committee (IBC)
of Adbri (the "Proposal").
Adbri, formerly known as Adelaide Brighton, is a leading
building materials business in Australia, listed on the Australian
Securities Exchange (ASX). The Partners have submitted a
non-binding offer (the "Offer") to acquire 100% of the ordinary
shares of the Company for a cash price of A$3.20 per share. Adbri
recently announced that its 2023 underlying EBITDA is expected to
be in a range of A$310 - A$315 million and the Offer represents a
multiple of approximately 9x enterprise value to expected 2023
underlying EBITDA.
Under the Proposal, CRH would partner with Barro, an Australian
family-owned business and approximately 43% shareholder of Adbri.
CRH currently has a 4.6% interest in the Company via a cash settled
derivative and would acquire the remaining approximately 57% of
Adbri's shares not owned by Barro with the intention to delist
Adbri from the ASX. The Partners' Proposal is non-binding and
subject to satisfactory completion of due diligence, entry into
binding transaction documentation, Adbri shareholder approval
through a scheme of arrangement and customary legal requirements,
including relevant regulatory approvals.
As separately announced by Adbri today, the Adbri IBC has agreed
to provide CRH exclusive due diligence access to progress the
Proposal and intends to recommend that Adbri shareholders vote in
favour of the proposed transaction, subject to entering into a
binding scheme implementation deed and other customary
conditions.
The agreed cash consideration of A$3.20 per share 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$0.75 billion).
Albert Manifold, Chief Executive of CRH, said: "We are very
pleased to announce this potential acquisition of Adbri in
partnership with the Barro family. We have held a long-term
interest in the Australian construction materials market, which has
attractive attributes including stable market dynamics and positive
growth prospects, similar in nature to the Southern United States
and Central and Eastern Europe where we have a significant
presence.
Adbri is an attractive business with quality assets that
complement our core competencies in cement, concrete and
aggregates. With its leading market positions in Australia, we are
delighted that this opportunity has presented itself to us. It is
the next logical step for CRH to expand our existing presence in
Australia, where we have been operating for 15 years.
This acquisition would strongly complement our existing
Australian business, creating additional opportunities for growth
and development. We look forward to working with the Barro family
over the coming years to enhance the long-term performance of the
business, leveraging our scale, industry knowledge and technical
expertise to improve long-term growth and operating performance and
drive value to achieve the true potential of the business."
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
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", "believe",
"continues", "is expected to", "intends 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 the business and
future performance of CRH and certain of the plans and objectives
of CRH, including but not limited to statements regarding plans and
expectations in connection with the Proposal and CRH's partnership
with Barro; expectations for Adbri's 2023 underlying EBITDA and the
multiple of enterprise value reflected by the Proposal, plans and
expectations related to completion of the transaction, including
the delisting of Adbri from the ASX; and plans and expectations
regarding the benefits of the proposed transaction and CRH's
presence 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 market
turbulence, high interest rates, inflation, price volatility and/or
labor and materials shortages in various countries and regions
where we operate; the pace of growth in the sectors in which we
operate; demand for infrastructure, residential and non-residential
construction and our products in our geographic markets; increased
competition and its impact on prices; and increases in energy
and/or raw materials costs. 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 30 June 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
2022 Annual Report on Form 20-F 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ACQEAAAXFAEDFAA
(END) Dow Jones Newswires
December 18, 2023 02:00 ET (07:00 GMT)
Crh (LSE:CRH)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Crh (LSE:CRH)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024