DGAP-News: Marsella Holdings S.à r.l.: Standard Industries secures 73.3 percent of Braas Monier shares at close of initial acceptance period
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11.01.2017 (www.4investors.de) -
DGAP-News: Marsella Holdings S.à r.l. / Key word(s): Offer
Marsella Holdings S.à r.l.: Standard Industries secures 73.3 percent of Braas Monier shares at close of initial acceptance period
11.01.2017 / 10:30
The issuer is solely responsible for the content of this announcement.
- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION -
Standard Industries secures 73.3 percent of Braas Monier shares at close of initial acceptance period
- Additional two-week acceptance period expect to begin January 12, 2017 and expire January 25, 2017
New York and Frankfurt (January 11, 2017) - Standard Industries Inc., a leading global provider of roofing and waterproofing solutions, today confirmed initial results for the voluntary public takeover offer for Braas Monier Building Group S.A. The initial acceptance period expired on January 6, 2017.
A total of 30,019,931 shares, corresponding to approximately 69.7 percent of total share capital and voting rights in Braas Monier, were tendered during the initial acceptance period. Standard Industries has now secured 31,581,838 shares, corresponding to approximately 73.3 percent of the total share capital and voting rights in Braas Monier. The offer is unanimously supported by Braas Monier's board of directors.
According to the German Securities Acquisition and Takeover Act (WpÜG), shareholders of Braas Monier who have not tendered their shares can still accept the offer by tendering their shares during the additional acceptance period, which is expected to commence on January 12, 2017 and expire on January 25, 2017, 24:00 hours (midnight) CET. Standard Industries will disclose the final number of shares tendered without undue delay following the expiration of the additional acceptance period.
All non-regulatory conditions for the takeover offer were satisfied at the end of the initial acceptance period. The company expects the offer to close in the first quarter of the year, pending antitrust approval as set forth in the offer document.
On January 10, 2017, Deutsche Börse announced that it will include the tendered Braas Monier shares (ISIN LU1498426326) in its SDAX index, while excluding the non-tendered Braas Monier Shares (ISIN LU1075065190) therefrom. The change is expected to be effected on January 12, 2017.
Additional information is available at http://www.standardindustriesoffer.com.
About Standard IndustriesStandard Industries is a privately-held, global, diversified holding company with interests in building materials, aggregates, and related investment businesses in public equities and real estate. Founded in 1886, Standard Industries has over 7,500 employees and operations in more than 80 countries. Operating subsidiaries include: GAF, a leading North American roofing manufacturer; Icopal, a leading European commercial roofing business; SGI, a leading North American aggregates and mining company supplying specialized products to the North American building materials industry; and Siplast, a provider of high-end modified bitumen membranes and liquid-applied roofing products.
European Media:Claudia Kosser
Hering Schuppener Consulting
US Media:Melisa Tezanos
Head of Communications
Standard Industries, Inc.
This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, Braas Monier securities. The final terms and further provisions regarding the public takeover offer are disclosed in the offer document whose publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of Braas Monier securities are strongly recommended to read the offer document and all announcements in connection with the public takeover offer as soon as they are published, since they contain or will contain important information.
The offer is made under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz (WpÜG)), the laws of the Grand Duchy of Luxembourg, in so far as they are applicable, and applicable provisions of the securities laws of the United States of America,. The offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany, the Grand Duchy of Luxembourg and the United States of America. Thus, no other announcements, registrations, admissions or approvals of the offer outside of the Federal Republic of Germany have been filed, arranged for or granted. Investors in, and holders of, securities in Braas Monier cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany, the Grand Duchy of Luxembourg, and the United States of America, in so far as their respective laws are applicable. Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public takeover offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction.
Standard Industries reserves the right, to the extent legally permitted, to directly or indirectly acquire further shares in Braas Monier outside the offer on or off the stock exchange. If such further acquisitions take place, information about such acquisitions, stating the number of shares acquired or to be acquired and the consideration paid or agreed on, will be published without undue delay.
To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Standard Industries and the persons acting together with Standard Industries. Such forward-looking statements are based on current plans, estimates and forecasts, which Standard Industries and the persons acting together with Standard Industries have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Standard Industries or the persons acting together with Standard Industries. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. Standard Industries and the persons acting together with Standard Industries do not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assumptions or other factors.
11.01.2017 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.The issuer is solely responsible for the content of this announcement.The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de
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