SYDNEY, AUSTRALIA: Adbri Limited, a leading Australian construction materials company, has announced that it has received a non-binding indicative proposal from CRH ANZ Pty Ltd, a subsidiary of the Irish building materials giant CRH plc, and Barro Group Pty Ltd, a major shareholder of Adbri, to acquire all the shares of Adbri that the Barro Group does not currently own.
The proposal offers $3.20 per share in cash to the Adbri shareholders other than the Barro Group, which represents a 41% premium to Adbri’s closing price on 15 December 2023. The proposal values Adbri at approximately $2.1 billion.
CRH and the Barro Group, which together hold a 47.3% stake in Adbri, have agreed on the terms of the proposal, subject to obtaining regulatory approvals and joint bid relief from the Australian Securities and Investments Commission (ASIC).
The proposal is conditional on several factors, including no material adverse changes to Adbri’s business, satisfactory due diligence by CRH, approval from the Foreign Investment Review Board (FIRB), and unanimous recommendation from Adbri’s independent directors.
Adbri has established an Independent Board Committee (IBC) to evaluate the proposal and to negotiate with CRH and the Barro Group. The IBC intends to recommend the proposal to the Adbri shareholders, subject to an independent expert’s opinion and the absence of a superior proposal.
Adbri has entered into a process and exclusivity deed with CRH and the Barro Group, granting them access to a period of exclusivity until 28 February 2024, unless terminated earlier, to allow them to conduct due diligence and to finalise the transaction terms.
Adbri has cautioned its shareholders that there is no certainty that the proposal will lead to a binding offer or a successful transaction. Adbri will keep its shareholders informed of any material developments.
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