CSR Limited has announced that it has entered into a Scheme Implementation Deed (“SID”) with Saint-Gobain for the acquisition of all of the issued shares in CSR by way of scheme of arrangement at an offer price of AUD 9.00 cash per share.
Details of the Scheme consideration
The Scheme consideration of AUD 9.00 per share values CSR’s equity at approximately AUD 4,323 million and represents a premium of:
- 33 percent to the closing share price on 20 February 2024 ;
- 39 percent to the 3-month volume-weighted-average price to 20 February 2024;
- 48 percent to the 6-month volume-weighted-average price to 20 February 2024; and
- 61 percent to the 12-month volume-weighted-average price to 20 February 2024.
It also represents an EV/EBITDA multiple of 12.4x to CSR EBITDA to September 2023; and an EV/EBIT multiple of 16.1x to CSR EBIT to September 2023.
CSR has also agreed with Saint-Gobain that a fully franked dividend may be paid to shareholders, with the amount of that dividend deducted from the cash offer price. Additionally, a AUS 0.2 per month ticking fee, accruing on a daily basis, will be payable if the effective date of the Scheme is delayed beyond 26 June 2024, which would not be deductible from the cash offer price.
CSR’s Directors unanimously recommend the Scheme
CSR’s Board of Directors unanimously recommend that CSR shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to an independent expert concluding (and continuing to conclude) that the Scheme is fair and reasonable and in the best interests of CSR shareholders. Each CSR Director intends to vote all of the CSR shares that he or she holds or controls in favour of the Scheme, subject to those same qualifications.
Details of the SID
The implementation of the Scheme is subject to various customary conditions, including (but not limited to):
the independent expert issuing a report that concludes that the Scheme is fair and reasonable and in the best interests of CSR shareholders (and not changing or withdrawing that conclusion);
- regulatory approvals including the Foreign Investment Review Board;
- approval of CSR shareholders and the Supreme Court of New South Wales;
- no Material Adverse Change to CSR;
- no Prescribed Occurrences; and
- certain other customary conditions.
CSR will host an audio webcast at 6.00pm AEDT today, Monday 26 February 2024. The webcast is available from CSR’s website or clicking here.