공시 • Jul 10
Compagnie de Saint-Gobain S.A. (ENXTPA:SGO) completed the acquisition of CSR Limited (ASX:CSR) from a group of sellers.
Compagnie de Saint-Gobain S.A. (ENXTPA:SGO) made a non-binding, indicative proposal to acquire CSR Limited (ASX:CSR) for AUD 4.3 billion from Mitsubishi UFJ Financial Group, Inc, State Street Corporation, First Sentier Investors Holdings Pty Limited, BlackRock Group and Vanguard Group, Inc and others on February 21, 2024. Compagnie de Saint-Gobain entered into a Scheme Implementation Deed to acquire CSR on February 26, 2024. SaintGobain to acquire 100% of the shares in CSR by way of scheme of arrangement for a price of AUD 9 cash per share. Under the Proposal, CSR would be entitled to pay a final dividend of up to AUD 0.25 per share for its financial year ending March 31, 2024, which would be deducted from the cash offer price. Acquisition financed fully in cash. The business combination has been unanimously approved by the Board of Directors of SaintGobain. The Board of Directors of CSR has unanimously recommended that its shareholders vote in favor of the transaction. The Proposal is subject to a number of conditions i.e., Completion of satisfactory due diligence, entry into a scheme implementation deed on customary terms and conditions, the unanimous recommendation from the CSR Board to vote in favour of the proposed transaction (in the absence of a superior proposal, and subject to the independent expert concluding that the transaction is in the best interests of CSR’s shareholders), Certain regulatory approvals(including Foreign Investment Review Board), CSR shareholder approval, the Supreme Court of New South Wales, no Material Adverse Change to CSR; no Prescribed Occurrences; and certain other customary conditions. The transaction will become effective in early June 2024 and and expected to close in H2 2024. As of April 26, 2024, Supreme Court of New South Wales has made orders approving the convening of a meeting of CSR shareholders to consider and vote on the proposed acquisition and approving the distribution to CSR shareholders of an explanatory statement in connection with the Scheme. The CSR Directors continue to unanimously recommend that CSR shareholders vote in favor of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is fair and reasonable and in the best interest of CSR shareholders. The Scheme Meeting, at which CSR shareholders will vote on the proposed Scheme, will be held on 13 June 2024. The Scheme Implementation Deed contains a break fee and reverse break fee both equal to AUD 42 million, which is approximately 1% of the equity value of CSR, payable by CSR in the case of the break fee, or payable by Saint-Gobain in the case of the reverse break fee. As of June 11, 2024 The transaction has received approval from Foreign Investment Review Board. As of June 13, 2024, CSR Limited shareholders approved the deal. The court hearing to approve the Scheme will take place June 18, 2024. As of June 18, 2024, the Supreme Court of New South Wales approved the Scheme. CSR will lodge a copy of the Court orders with the Australian Securities and Investments Commission on June 19, 2024), at which time the Scheme will become legally effective. CSR will also request that the quotation of CSR Shares on the ASX be suspended from close of trading. The transaction consideration under the Scheme of AUD 9.00 cash per CSR Share will comprise: (i) the Scheme Consideration of AUD 8.88 cash per CSR Share; and (ii) the CSR Permitted Dividend of AUD 0.12 cash per CSR Share. Subject to the Scheme becoming Effective, CSR Shareholders will be entitled to receive the CSR Permitted Dividend on July 1, 2024. CSR Shareholders will be entitled to receive the Scheme Consideration on the Scheme Record Date on July 2, 2024, on the Implementation Date, which is currently expected to be Tuesday, July 9, 2024. On May 28, 2024, CSR announced that the CSR Board determined to pay a fully franked CSR Permitted Dividend of AUD 0.12 cash per CSR Share prior to implementation of the Scheme, conditional on the Scheme becoming Effective. The CSR Permitted Dividend will be paid to CSR Shareholders today, on July 1, 2024. The CSR Permitted Dividend will be fully franked and the franking credits will represent additional value to those CSR Shareholders who are able to realise a tax benefit from those franking credits and who are CSR Shareholders on the CSR Permitted Dividend Record Date. CSR Shareholders who hold CSR Shares on the Scheme Record Date on July 2, 2024, are expected to be paid the Scheme Consideration of AUD 8.88 cash per CSR Share on the Implementation Date for the Scheme, which is currently expected on July 9, 2024.
CSR has appointed UBS Securities Australia Limited as financial advisor and Tony Damian, Amelia Morgan, Tamara McConnell, Nick Venn and Ben Kyriazis of Herbert Smith Freehills as legal advisers, respectively. Barclays (in partnership with Barrenjoey for Australia) and Lazard are acting as financial advisors and Sandy Mak of Corrs Chambers Westgarth is acting as legal counsel to Saint-Gobain in connection with the transaction. Computershare Investor Services Pty Limited is the share registry. Kroll Australia Pty Ltd acted as fairness opinion provider to CSR Limited.
Compagnie de Saint-Gobain S.A. (ENXTPA:SGO) completed the acquisition of CSR Limited (ASX:CSR) from Mitsubishi UFJ Financial Group, Inc, State Street Corporation, First Sentier Investors Holdings Pty Limited, BlackRock Group and Vanguard Group, Inc and others on July 9, 2024.
