Marsella Holdings S.à r.l.: Preliminary injunction
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.
Bidder: Marsella Holdings S.à r.l. 14, rue Edward Steichen L-2540 Luxembourg registered with the Luxembourg Trade and Companies Register under number B 203378
Target company: Braas Monier Building Group S.A. 4, rue Lou Hemmer L-1748 Senningerberg Luxembourg registered with the Luxembourg Trade and Companies Register under number B 148558 ISIN: LU1075065190
New York/Frankfurt, December 6, 2016 - As noted in the ad-hoc release issued by the Board of Directors (the "Board") of Braas Monier Building Group S.A. (the "Company") last evening, Marsella Holdings S.à r.l., the bidder in the current offer for the shares in the Company, a subsidiary of Standard Industries, Inc. (collectively, "Standard Industries"), received a preliminary injunction from the competent court in Luxembourg enjoining the Company's contemplated issuance of new shares, for no consideration, to the Company's shareholders ("Bonus Shares"). Notice of the receipt of the preliminary injunction, the terms of which are required under the terms of the court's order to be posted on the Company's website, together with a copy of the attached letter from Standard Industries, were delivered to the Company and its Board yesterday.
The Company seeks to justify its attempt to unilaterally increase the offer price by asserting that the contemplated issuance of the Bonus Shares is permitted under the terms of Standard Industries' offer. Such assertion, however, is based on the false premise that an issuance of shares in exchange for fair value, which would in fact constitute a capital increase to the Company, is equivalent to an issuance of shares for no consideration whatsoever, as is the case with respect to the Bonus Shares, which adds no incremental value to the Company.
Accordingly, Standard Industries is convinced that the announced measures violate the legal obligations of the Board and constitute impermissible defensive measures:
- A capital increase by incorporating reserves, which does not create value and which is of a purely accounting nature, can never result in a compulsory increase of the total offer consideration to be financed by Standard Industries. There is no "miraculous money creation" for the benefit of shareholders by issuing Bonus Shares for no consideration.
- According to its own announcement, the Company wants to unilaterally change the offer consideration without the consent of the bidder which is not contemplated by or allowable under relevant takeover laws. Under general principles of all takeover laws, it is up to the bidder Standard Industries - and Standard Industries alone - to decide upon an increase of the offer consideration. And this issue is not limited simply to the offer by Standard Industries. Under the Company's logic, any company that is subject to a takeover offer - whether voluntary or involuntary - could unilaterally raise the offer of the bidder as much it wants by simply issuing free "Bonus Shares" at the appropriate time. This, obviously, is not what is allowed under the laws governing takeovers.
- The offer is exclusively directed at the Company's shareholders. Any form of interference, as is the case with the issuance of Bonus Shares, is an illegal impairment of the contractual relations that exist exclusively between Standard Industries and the Company's shareholders.
- With its offer condition for capital increases of 10% or more of the share capital, Standard Industries set a threshold upon which the offer would fall away automatically. This does not mean in any way that Standard Industries waived any of the remedies available to it by law in case of a capital increase by incorporating reserves, which does not create any additional value to the Company or its shareholders. This is particularly evident with respect to the current measures, which serve no corporate purpose whatsoever and are only aimed at frustrating the offer.
Since the announcement of its offer in September, Standard Industries has maintained the undisputed industrial logic of a transaction with the Company. A combination with Standard Industries would provide for a stronger company, better able to invest in the business and its employees as well as better suited to serving its customers' evolving needs. While our intentions remain friendly with regard to the Company and its management, after the recent hostility of the Board towards its own stakeholders and blatant disregard of legal obligations, Standard Industries must take all measures necessary to protect its rights and the rights of all stakeholders.
This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, securities of the Company. 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) and that was published by Standard Industries on the Internet under http://www.standardindustriesoffer.com. Investors and holders of securities of the Company 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 and the provisions of securities laws of the United States of America, in so far as they are applicable. The offer is not executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany, the Grand Duchy of Luxembourg or 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 the Company 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 or the Grand Duchy of Luxembourg, in so far as they are applicable. Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, the offer is not made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction.
Standard Industries has reserved the right, to the extent legally permitted, to directly or indirectly acquire further shares 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 "will", "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.
Luxembourg, December 6, 2016 Marsella Holdings S.à r.l.
About Standard Industries Standard 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.
Media Contacts: European Media: Claudia Kosser Hering Schuppener Consulting Tel.: +49.69.9218.7458 email@example.com
US Media: Melisa Tezanos Head of Communications Standard Industries, Inc. Mobile: +1.917.225.5786 MTezanos@standardindustries.com
Document: http://n.eqs.com/c/fncls.ssp?u=NWDMXLECTQ Document title: Letter
06.12.2016 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.
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