EQS Post-admission Duties announcement: Wienerberger AG / Publication
according to § 119 (9) BörseG
Wienerberger AG: Other admission duties to follow
29.01.2024 / 11:15 CET/CEST
Dissemination of a Post-admission Duties announcement transmitted by EQS
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The issuer is solely responsible for the content of this announcement.
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Report of the Managing Board of Wienerberger AG on the exclusion of the
purchase right (subscription right) of existing shareholders pursuant to
§ 65 para. 1b in conjunction with § 71 para. 1 in conjunction with
§ 153 para. 4 Austrian Stock Corporation Act
1. Sale of treasury shares by other means and authorization to exclude
the purchase right (exclusion of subscription rights)
By resolution of the 153rd Annual General Meeting of Wienerberger AG, FN
77676f (the “Company”), held on 3 May 2022, the Managing Board (Vorstand)
was authorized pursuant to Sec. 65 para. 1b of the Austrian Stock
Corporation Act (Aktiengesetz – “AktG”), for a period of five years from
the date of the resolution and subject to approval of the Supervisory
Board (Aufsichtsrat), to sell treasury shares of the Company by other
means than on the stock exchange or through a public offering and
furthermore by excluding the quota-based purchase right of the
shareholders (exclusion of subscription rights). Based on this
authorization, the Managing Board resolved to sell treasury shares in the
Company (the “treasury shares”) by other means than on the stock exchange
or through a public offering and to use them, subject to the approval of
the Supervisory Board, subject to an exclusion of shareholders’
subscription rights.
In December 2022, Wienerberger announced its intention to acquire
significant parts of the Terreal Group, a European provider of innovative
roofing and solar solutions in France, Germany, Italy, Spain and the USA
(the “Terreal Acquisition”). Following the conclusion of a put option
agreement in December 2022, an indirect wholly-owned subsidiary of the
Issuer seated in France (the “Acquirer”) entered into a share purchase
agreement under French law on March 13 and 14, 2023. This agreement
pertained to the acquisition of 100% of the shares of Terreal Holding SAS,
France (the “Purchase Agreement”) with Goldman Sachs Asset Management and
Park Square Capital as major financial investors, other financial
investors and several natural persons as sellers (together the “Sellers”).
The purchase price for the Terreal Acquisition is payable (i) by delivery
of treasury shares of the Company (the “Share Delivery”) and (ii) by a
cash purchase price component.
In addition to the cash purchase price component, 6,000,000 treasury
shares are to be sold to the Sellers as additional non-cash purchase price
component in form of the Share Delivery at a valuation of EUR 26.00 per
treasury share, thus at a total valuation of EUR 156 million, subject to
an exclusion of shareholders’ subscription rights. The treasury shares are
to be delivered to a trustee for the Sellers immediately prior to the
closing of the Terreal Acquisition, which shall take place no later than
April 30, 2024. The delivery will be made by the company on behalf of the
Acquirer to a trustee deposit for the Sellers. The required approval of
the Supervisory Board for the aforementioned use of treasury shares is
expected to be obtained on or around February 13, 2024.
2. Interest of the Company
The treasury shares are intended to be used as a non-cash purchase price
component of up to EUR 156 million for the Terreal Acquisition and
delivered to the Sellers subject to an exclusion of subscription rights of
shareholders. The Terreal Acquisition stands out as a significant
acquisition for the company in its recent corporate history. The delivery
of the treasury shares is advantageous for and of great interest to the
Company for several reasons: (i) The use of treasury shares of a listed
stock corporation is common and recognized in international M&A
transactions. The well-proven procedure allows for a quick and flexible
payment of the purchase price for the sake of executing the Terreal
Acquisition; (ii) In comparison to a public placement of treasury shares
or a sale on the stock exchange, the planned use of treasury shares for
the Acquisition prevents negative price fluctuations caused by a possible
surplus of sale orders on the stock exchange (resulting in a negative
impact on the share price); (iii) in addition, the treasury shares may not
be sold by the major sellers until the end of the lock-up period. In
particular, Wienerberger has agreed to a lock-up period with the financial
investors among the Sellers for the treasury shares, at the end of which
there is a cash settlement option for the Sellers who have complied with
the lock-up period in the amount of the difference between a weighted
average price of the Wienerberger share and the fixed valuation of
EUR 26.00 per share; (iv) A public offering of treasury shares would also
require a considerable amount of time and money, considering, inter alia,
the preparation of a prospectus, and would possibly also entail risks of
prospectus liability; (v) The use of treasury shares for the Terreal
Acquisition is advantageous for the Company because liquidity requirements
for the Acquisition can be significantly reduced, namely by up to EUR 156
million, and the liquidity of the company can thus be protected.
3. Adequacy, necessity and proportionality
The exclusion of subscription rights for the use of treasury shares as a
non-cash component of the transaction currency for the Terreal Acquisition
is appropriate for the sake of achieving the stated objectives in the
interest of the Company. The exclusion of subscription rights is necessary
and proportionate for this purpose: (i) The objectives and advantages
pursued with the use of treasury shares to partially finance the Terreal
Acquisition cannot be achieved to the same extent in the event of a sale
of the treasury shares while maintaining subscription rights of
shareholders or a sale on the stock exchange or by means of a public
offering. The Company would not be able to react in a quick and flexible
manner and would be exposed to market risks and enormous costs if it were
to create the required additional liquidity in the amount of up to EUR 156
million for the Terreal Acquisition by selling shares; (ii) The use of
treasury shares as a non-cash part of the transaction currency for the
Terreal Acquisition secures the transaction and is carried out whilst
taking into account the stock market price of the Company shares prior to
the announcement of Wienerberger’s intention to acquire Terreal. Moreover,
the Sellers are incentivized to support a seamless and complete
integration of the companies subject to the Terreal Acquisition into the
Wienerberger Group. This applies especially to those subject to the
lock-up period. Eventually, the Sellers themselves benefit from possible
positive effects on the share price of the Company associated thereto;
(iii) By contrast, a sale of treasury shares with subscription rights
would require considerable lead time and would occasion higher costs than
the use of treasury shares for the partial financing of the Terreal
Acquisition, without allowing for a flexible execution of the transaction.
Furthermore, there would be considerable time restrictions, partly
stemming from the usual trading volumes of the Company’s shares on the
Vienna Stock Exchange and volume restrictions for share sale programs
associated thereto, as well as negative price effects to be expected due
to the selling pressure during a sale program; (iv) The extent of the use
of treasury shares is clearly limited to up to 6,000,000 treasury shares
(corresponding to up to around 5.37% of the nominal share capital), so
that any ‘dilution’ of shareholders with regard to their respective
ownership interest in the Company remains within reasonable limits. Since
the valuation for the treasury shares is reasonably set at EUR 26.00 per
treasury share, for the shareholders there is no risk of dilution
comparable to a capital increase if the treasury shares are used as a
non-negotiable part of the transaction currency for the Terreal
Acquisition. Although the participation interest of a shareholder changes,
simply the ownership structure is restored which existed prior to the
repurchase of the treasury shares by the Company and which has temporarily
changed for the Company by virtue of restricting the rights arising from
such treasury shares pursuant to Sec. 65 para. 5 AktG.
In particular for the reasons stated, the purposes and measures pursued in
the interests of the Company in relation to the Terreal Acquisition –
which, in any case, are also indirectly linked to the interests of all
shareholders – by means of excluding subscription rights prevail and thus
the exclusion of shareholders’ subscription rights is not
disproportionate, but necessary and appropriate. In addition, the use of
treasury shares for the partial financing of the Terreal Acquisition and
the exclusion of subscription rights are subject to the approval, and thus
the control, of the Supervisory Board of the Company.
4. Justification of the selling price
The selling price of the treasury shares was determined in customary
negotiations of the Purchase Agreement with the Sellers, with due regard
to the price level of the Company’s shares on the Vienna Stock Exchange.
Due to this consideration the stock market price of the Company’s shares,
shareholders will not suffer any disproportionate disadvantage due to a
strong pro rata dilution of shares. The agreed valuation price takes into
account the share price level, particularly prior to the announcement of
the intended Terreal Acquisition. The protection of shareholders’
interests is also ensured by the fact that the companies of the Terreal
Group which are to be acquired by Wienerberger Group were analyzed in the
course of the Terreal Acquisition and a total purchase price for the
Terreal Acquisition was negotiated on the basis of this analysis, taking
customary industry multipliers into account. Part of the total purchase
price for the Terreal Acquisition of up to EUR 156 million will be paid by
delivering treasury shares. In future, the existing shareholders will
participate in the profits of the companies acquired as part of the
Terreal Acquisition on a pro rate basis.
Treasury shares to be sold have the same rights (notably profit
entitlements) as the existing shares (ISIN AT0000831706). The rights
arising from the shares are thus included in the valuation of such shares
on the capital market (in particular the stock market price). Therefore,
such rights arising from the shares are also priced into the valuation
when used for the Acquisition.
5. Summary
With due regard to the aforementioned reasons, the intended exclusion of
subscription rights is suitable, necessary, proportionate and objectively
justified and required in the overriding interest of the Company. This
report of the Management Board will be published on the website of the
Company registered in the commercial register (Firmenbuch) and
additionally distributed electronically throughout Europe. Reference will
be made to this publication. The approval of the Supervisory Board of the
Company is required for the exclusion of subscription rights and for the
sale of treasury shares. Pursuant to Sec. 65 para. 1b in conjunction with
Section 171 para. 1 of the Austrian Stock Corporation Act (Aktiengesetz),
a resolution of the Supervisory Board on this matter will be adopted no
earlier than two weeks after the publication of this report and the actual
sale of treasury shares will take place in compliance with the applicable
statutory requirements.
Vienna, 29 January 2024
The Managing Board of Wienerberger AG
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29.01.2024 CET/CEST
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Language: English
Company: Wienerberger AG
Wienerbergerplatz 1
1100 Wien
Austria
Internet: www.wienerberger.com
End of News EQS News Service
1823457 29.01.2024 CET/CEST