EQS-CMS: Wienerberger AG: Other admission duties to follow

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
   News - a service of EQS Group AG.
   The issuer is solely responsible for the content of this announcement.

   ══════════════════════════════════════════════════════════════════════════

   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

   ══════════════════════════════════════════════════════════════════════════

   29.01.2024 CET/CEST

   ══════════════════════════════════════════════════════════════════════════

   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

OTS-ORIGINALTEXT PRESSEAUSSENDUNG UNTER AUSSCHLIESSLICHER INHALTLICHER VERANTWORTUNG DES AUSSENDERS - WWW.OTS.AT |

print