On 15th June at 7pm Danish time the Portuguese cement Group, Secil, S.A. announced that Secil has launched a public offering to the shareholders of the Portuguese cement Group Cimpor, listed on the Stock Exchange, to buy the share capital of Cimpor. The Press Release is quoted in the text below.
Secil is owned 44,6 per cent by the Portuguese holding company FLSHH which is owned 50/50 by FLS Industries A/S and Højgaard Holding a/s. The Portuguese listed company SEMAPA owns 51 per cent of the shares in Secil. 51 per cent of the shares in SEMAPA are owned by the Portuguese Queiroz Pereira family.
The proposed deal is not expected to make any substantial effect on the year end 2000 accounts of FLS Industries A/S.
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Press Release from Secil S.A.:
Secil announces a public offering for the acquisition of Cimpor:
''Secil has taken the initiative to launch a public offering for the acquisition of Cimpor. Hence Secil will take the lead for a likely take-over of Cimpor that otherwise would most certainly in the short term result in the loss of control of the Portuguese cement industry by Portuguese Groups.
With this action, Secil - a company controlled by the Queiroz Pereira family (players in the Portu-guese industry for more than half a century) - aims to strengthen its international presence in a sector that is in a strong trend of globalisation and concentration world-wide.
Due to competition issues and due to the financial size of the operation, Secil has decided to invite the world leader of the Cement industry - Holderbank to join this project.
Being it more feasible to put forward a project that does not result in a monopolistic situation of the Portuguese market, the present deal with Holderbank will allow this company to assume Cement business activities of Cimpor in Portugal.
In international terms Secil will significantly enhance its holdings by acquiring the international operations of Cimpor in Spain, Egypt
and a majority stake in Brazil. A Portuguese group with a stable shareholder will consequently hold a solid stake in the Cement business with a strong capa-bility to resist further take-overs, more than doubling present production capacity.
Within the same deal Holderbank will acquire the remaining international operations of Cimpor.
Secil's offer to the shareholders of Cimpor is of EURO 20,5 per share, representing a premium of almost 30% over the average share price of the last 6 months. Assuming that the operation will be successful Secil will retain an additional production capacity of 6,7 million tonnes for a total enter-prise value of 1,200 million EURO's, or EURO 175 per ton.
The financing of this operation on behalf of Secil will be supported by a ''Bridge Loan'' convertible into medium to long term financial instruments. Any financing operation that could put at risk the control of Secil and Semapa by the current controlling shareholders has been eliminated.
This public offering, besides other constraints, is subject to the necessary legal authorisations to overcome the current legal limit of 10% ownership, being the success of this operation subject to the possibility of acquiring a minimum of 67% of the Shares of Cimpor.''
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FLS Industries A/S
Corporate Public Relations