CRH enters binding agreement to acquire Adbri in Australia
On December 17, 2023, CRH plc, the leading provider of building materials solutions, together with the Barro Group ("Barro" and together with CRH the "Partners"), entered into an agreement with Adbri Ltd ("Adbri") in relation to a potential transaction to acquire Adbri (the "Offer") by way of a Scheme of Arrangement ("Scheme").
Following due diligence over the past two months, we are pleased to announce CRH and Adbri have entered into a binding agreement under which CRH will acquire the remaining 57% of the ordinary shares of Adbri not owned by Barro for the previously agreed cash consideration of A$3.20 per share. The Offer 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$0.7 billion).
A committee comprised of the independent directors of the Adbri Board has unanimously recommended that Adbri shareholders vote in favour of the Scheme in the absence of a superior proposal and subject to an independent expert concluding that the Scheme is in the best interests of Adbri shareholders. The proposed transaction is subject to customary terms and conditions as outlined in the Scheme Implementation Deed, a copy of which was published by Adbri today. The proposed transaction is expected to complete in 2024.
Albert Manifold, Chief Executive of CRH, said: "We are pleased to reach this important milestone in the potential acquisition of Adbri in partnership with the Barro family. Adbri is an attractive business with high-quality assets and leading market positions that complement our core competencies in cement, concrete and aggregates while creating additional opportunities for growth and development for our existing Australian business. We look forward to working with the Barro family over the coming years to enhance the long-term growth and performance of Adbri."
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.
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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", "is expected to", "subject 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 plans and expectations regarding timing for completion of the transaction; and plans and expectations regarding the long-term growth and performance of Adbri, CRH's partnership with Barro and the benefits of the transaction, including in relation to CRH's growth and development opportunities 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 changes in interest rates, inflation, price volatility and/or labor and materials shortages; the pace of growth in the sectors in which we operate; demand for construction and our products in geographic markets in which we operate; increased competition; adverse changes to laws and regulations; political uncertainty, including as a result of political and social conditions in the jurisdictions CRH operates in, or adverse political developments; failure to complete or successfully integrate acquisitions or make timely divestments; cyber-attacks and exposure of associates, contractors, customers, suppliers and other individuals to health and safety risks, including due to product failures. 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 June 30, 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 Annual Report on Form 20-F for the year ended December 31, 2022 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.
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