Standard Industries to Buy Germany’s Braas Monier for About $1.15 Billion – The Wall Street Journal

Standard Industries to Buy Germany’s Braas Monier for About $1.15 Billion – The Wall Street Journal

Ben Dummett & Natascha Divac

December 18, 2016

Standard Industries Inc. on Sunday reached an agreement to acquire German roof maker Braas Monier Building Group SA after raising its offer in a deal that now values the sale at about €1.1 billion ($1.15 billion), up from about €1 billion initially, the companies said.

The pact ends a hostile takeover effort by Standard Industries, the U.S.-based owner of North America’s largest roof maker, GAF Materials Corp. Braas Monier, which is registered in Luxembourg but based close to Frankfurt, opposed the initial offer in October of €25 per share, arguing it undervalued the company.

The deal further solidifies Standard Industries position as a leading manufacturer of roofing products through its ownership of GAF and Danish rival Icopal, which it agreed in January to acquire for about €1 billion.

In pushing for a higher offer, Braas Monier had cited the cost savings and additional revenues Standard Industries could generate by combining the German manufacturer with its current operations. In November, Braas Monier announced plans to increase its capital from reserves and pay out an interim dividend to try to win a higher offer from Standard Industries.

But earlier this month, a Luxembourg court blocked that move by issuing a temporary injunction sought by Standard Industries. They buyer has agreed to end its litigation against Braas Monier as part of the friendly deal, the companies said Sunday.

The deal will provide “increased stability, diversification and scale,” said Georg Harrasser, Braas Monier’s chief executive. Mr. Harrasser and Braas Monier Chief Financial Officer Matthew Russell will stay with the company after the transaction’s completion.

In a statement, David Winter, Standard Industries’ co-chief executive, cited enhanced scale, geographic diversification and the roofing-product’s portfolio in support of the transaction.

Under the new terms, Standard Industries will now offer Braas Monier shareholders €25.27 for each share. The Germany company’s existing shareholders will also get a dividend and benefit from Braas Monier’s previous plan to issue one new Braas Monier share for every 10 shares held. Combined Braas Monier existing shareholders will receive the equivalent of €28.50 for each share they hold, the companies said.