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Standard Industries Announces Voluntary Public Tender Offer for Braas Monier

New York/Frankfurt, 15 September 2016 – Standard Industries Inc., a leading global provider of roofing and waterproofing solutions, announced today that it will make a voluntary public all-cash tender offer for all outstanding shares of Braas Monier Building Group S.A. (ISIN LU1075065190). Braas Monier shareholders will receive EUR 25.00 per share in cash. This represents a premium of 15 percent on the last unaffected closing share price on September 13, 2016 and a premium of 16.5 percent on the volume-weighted average share price for the 30 days preceding that date. The offer values Braas Monier at approximately EUR 1.9 billion, including net debt.

The combination of family-owned Standard Industries and Braas Monier brings together two highly complementary companies, each with over 100 years of industry experience. The companies have combined revenues of USD 5.1 billion and approximately 15,000 employees worldwide (based on combined 2015 figures).

“We are excited to bring together Standard Industries and Braas Monier. The combined company will be the only pan-European provider of a broad suite of roofing and waterproofing solutions supported by a best in class distribution and service network. Braas Monier is an 2 outstanding company with a strong management team and we have approached them with friendly intentions and a willingness to enter into an agreement in principle with the company,” said David Winter, Co-CEO, Standard Industries. “We believe that by combining our two companies to offer both commercial and residential solutions in Europe, we are better positioned to meet evolving customer preferences in today’s market and beyond. Standard Industries is a family-owned business with a strong balance sheet and track record of supporting long-term investment in the business with a focus on innovation and employee development,” continued David Millstone, Co-CEO, Standard Industries.

Highly complementary products and geographic reach

Standard Industries and Braas Monier share highly complementary product and geographic profiles. Braas Monier is a specialist in pitched roofing, which is primarily used in residential building applications. Standard Industries’ European business is primarily focused on flat roofing products, typically used in commercial roofing applications. In the United States, Standard Industries holds a leading position in both product types to serve the needs of commercial and residential customers.

Europe accounts for 90 percent of Braas Monier’s revenues, while Asia and Africa account for 10 percent. Standard Industries earns 75 percent of its revenues in North America and 25 percent in Europe. The combined company will have a balanced regional portfolio with 54 percent of revenues in North America, 43 percent in Europe and 3 percent in Asia and Africa (based on 2015 figures).

Advantages for Standard Industries and Braas Monier

Bringing together Standard Industries and Braas Monier will provide numerous advantages for both companies. The combined company will empower Braas Monier to service its customers with a larger and more diversified portfolio of roofing and waterproofing solutions. It will also geographically diversify Braas Monier’s revenue while enhancing its scale and ability to innovate. The combined company will be better positioned to surmount current market- and company-specific challenges; including anemic European housing growth, postBrexit uncertainty and the shift from pitched to flat roofing, which reflects urbanization and a demographic trend favoring multi-family homes.

Standard Industries will benefit from an expanded European product portfolio, including concrete and clay tiles to service the residential roofing market. Standard Industries will also enjoy an enhanced market presence through the combination of strong brands, an extensive sales, service and marketing platform, as well as deeper reach into key European markets. In addition, Standard Industries has tremendous respect for Braas Monier’s highly experienced management team, which will complement Standard Industries’ European management team.

Opportunity for Braas Monier shareholders

At EUR 25.00 per share, the all-cash offer presents a unique exit opportunity for Braas Monier shareholders from an increasingly illiquid stock. The offer price represents an attractive premium on the last unaffected closing share price with very high transaction certainty.

The offer price has been validated by the single largest shareholder of Braas Monier, Monier Holdings, a consortium whose shareholders include Apollo, TowerBrook and York, et al. In June 2016, this consortium sold a 29.1 percent stake at today’s offer price to 40 North, a related investment vehicle of Standard Industries. Monier Holdings has agreed to tender its remaining 10.8 percent stake to Standard Industries. In addition, 40 North has agreed to tender its shares to Standard Industries. Together, these two commitments account for approximately 40 percent of Braas Monier’s entire share capital.

The tender offer from Standard Industries is not contingent on any minimum acceptance threshold and is subject to customary offer conditions such as antitrust review by the EU and other jurisdictions. The offer is fully funded by available liquidity, ensuring 100 percent cash confirmation. The acceptance period will commence following approval of the offer document by BaFin (German regulator). The acceptance period of the offer is expected to expire in early December 2016. The offer will close upon receipt of antitrust approvals.

Braas Monier customers will benefit from an enhanced portfolio of products, greater innovation and a more extensive service network

While retaining their relationship with Braas Monier’s existing sales force, customers of Braas Monier will benefit from an enhanced product offering, including waterproofing products, high-end modified bitumen membranes, single-ply synthetic membranes, liquid-applied roof systems and roof-coating products, as well as Decra metal tiles. Likewise, Standard Industries’ European customers will now have access to clay and concrete roof tile products for pitched roofs and complementary fittings, as well as chimneys and energy systems currently offered by Braas Monier.

The financial stability of the combined company will ensure continued robust investment in product development, new technologies and innovative solutions. The combination will also enhance customers’ service experience with extensive infrastructure designed to meet increasingly complex technology and logistics needs.

Long-term stability of a strategic investor for employees

Standard Industries will respect the rights of Braas Monier’s employees, works councils and unions. Standard Industries will also honor all existing provisions of the collective bargaining agreements and the current degree of employee participation. The combination of both companies will enhance opportunities for employees via a more favorably positioned global business with a management team that is passionately focused on developing its people. The management of Standard Industries supports a 100+ year culture of quality, customer service and employee development.

Standard Industries was supported by Moelis & Company as financial adviser and by Sullivan & Cromwell LLP as legal adviser. The offer document, which is subject to approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin), will be published at a later date in accordance with applicable German and Luxembourg law, and will further be made available on: http://www.standardindustriesoffer.com The website will be accessible starting today.