Adbri enters into Scheme Implementation Deed
• Adbri has entered into a Scheme Implementation Deed with CRH under which CRH will acquire all of the issued shares in Adbri that the Barro Group does not currently own by way of a Scheme of Arrangement
• Under the Scheme, Independent Shareholders will receive $3.20 per Adbri Share in cash, which represents a 41% premium to Adbri’s undisturbed closing price on 15 December 2023
• Adbri’s Independent Directors unanimously recommend shareholders vote in favour of the Scheme1
Adbri Limited (ASX: ABC) (Adbri) advises that it has entered into a Scheme Implementation Deed (SID) with CRH ANZ Pty Ltd (CRH) and CRH plc for the acquisition by CRH of all of the issued shares in Adbri that Barro Group Pty Ltd and its associates (Barro Group) does not currently own (the holders of those shares being the Independent Shareholders) for $3.20 in cash per Adbri Share (scheme consideration), pursuant to a Scheme of Arrangement (Scheme).
Overview of the Scheme Consideration The scheme consideration implies an equity value on a 100% fully diluted basis of approximately $2.1 billion and represents:
• a 41.0% premium to Adbri’s undisturbed closing price of $2.27 per share on 15 December 2023 (being the last trading day before the potential transaction with CRH was announced);
• a 51.9% premium to Adbri’s one-month volume weighted average price (VWAP) of $2.11 per share up to and including 15 December 2023; and
• a 56.2% premium to Adbri’s three-month VWAP of $2.05 per share up to and including 15 December 2023.
Adbri Independent Directors unanimously recommend the Scheme Adbri’s Independent Board Committee (“IBC”), comprised of Adbri’s Independent Non-executive Directors, unanimously recommend Independent Shareholders vote in favour of the Scheme in the absence of a Superior Proposal and subject to the Independent Expert concluding that the Scheme is in the best interests of Independent Shareholders.
Subject to the same qualifications, each IBC member intends to vote, or procure the voting of, all Adbri shares they hold or control in favour of the Scheme at the Scheme Meeting.
Adbri Lead Independent Director, Samantha Hogg, said, “With the objective of maximising value for the Independent Shareholders, the IBC has negotiated binding transaction documentation with CRH following completion of its confirmatory due diligence.
The Adbri independent directors are unanimous in their view that the Scheme will provide an attractive value outcome for Independent Shareholders if implemented.
” Key conditions and terms A full copy of the SID, which sets out all the conditions and other terms relating to the Scheme, is attached to this announcement. The implementation of the Scheme is subject to certain conditions, including:
• Court and Foreign Investment Review Board (“FIRB”) approval;
• Adbri Independent Shareholders approving the scheme at a shareholder meeting;
• an Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of Independent Shareholders; and
• other customary conditions, including no prescribed occurrence and no material adverse change in respect of Adbri. The Scheme is not subject to any financing condition. 1
In the absence of a Superior Proposal and subject to the Independent Expert concluding and continuing to conclude that the proposed transaction is in the best interests of Adbri’s Independent Shareholders The SID contains customary exclusivity obligations on Adbri, including a “no shop”, “no talk” and “no due diligence” obligation, which contains a fiduciary carve-out.
Adbri is also bound by other customary provisions including a notification and matching right in the event of a competing proposal.
The SID includes certain circumstances in which a break fee of approximately AU$21 million2 would be payable to CRH, or reverse break fee of approximately AU$21 million2 would be payable to Adbri.
Additionally, the SID prohibits Adbri from paying dividends. Indicative timetable and next steps Adbri Independent Shareholders do not need to take any action at this stage.
As outlined above, the Scheme is subject to a number of conditions, including approval of Independent Shareholders at a Scheme Meeting. Adbri will prepare and send a Scheme Booklet to Adbri Independent Shareholders in due course.
The Scheme Booklet will contain additional information relating to Adbri, CRH and the proposed transaction and will include an Independent Expert Report on whether the Scheme is in the best interests of Independent Shareholders.
The IBC will appoint an Independent Expert in due course.
Adbri Independent Shareholders will then have an opportunity to vote on the Scheme at a shareholders meeting, which is currently expected to be held in late May or June 2024. To support Adbri shareholders with questions in the lead up to the Scheme Meeting, Adbri will establish a dedicated Shareholder Information Line.
Details of the Shareholder Information Line will be published on the Adbri website within the next seven days. If the Scheme is approved by Adbri Independent Shareholders and all other conditions precedent are satisfied or waived, the Scheme is currently expected to be implemented in June 2024.
The actual timing of implementation of the Scheme will depend on receipt of regulatory approvals.
Adbri has engaged Barrenjoey and J.P. Morgan as its financial advisers and Herbert Smith Freehills as its legal adviser.
-ENDS
Authorised for release by the Board.
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