Alpharetta, Georgia, December 6, 2021 (Global News Agency)-GCP Applied Technologies Inc. (NYSE: GCP) (GCP or company) announced today that it has reached a final agreement, pursuant to which , Saint-Gobain will acquire all outstanding shares of GCP Applied Technologies at a cash price of US$32.00 per share, with a transaction value of approximately US$2.3 billion (approximately 2 billion euros).
The negotiated price represents a 39% premium to the volume-weighted average price of each GCP stock during the 30 trading days as of the undisturbed date on November 30, 2021. The business combination has been unanimously approved by the board of directors. They are Saint-Gobain and GCP Applied Technologies. Saint-Gobain has obtained commitments from Starboard and Standard Investments (formerly 40 North)/Standard Industries to vote for their respective 8.9% and 24.2% shares.
The completion of the transaction is subject to GCP Applied Technologies’ shareholders’ approval, antitrust approval and the satisfaction of other customary closing conditions, and is expected to be completed in the second half of 2022. Simon Bates, President and CEO of GCP, commented: “Today has opened an exciting new era in the rich history of GCP for our shareholders, customers and employees. We are very pleased that GCP has joined Saint-Gobain, which is an ideal strategy to support our development. Partners. With its global platform, important resources, and business and innovation expertise, Saint-Gobain is fully capable of ensuring the long-term success of GCP operations and personnel."
Peter Feld, Independent Chairman of the GCP Board of Directors, added: "The GCP Board of Directors unanimously supports this transaction and believes that it provides full and fair value to all shareholders of GCP. Saint-Gobain is an important partner of GCP and we are very pleased to reach this agreement. The Board of Directors I want to thank our leadership team and dedicated employees for their significant contributions to GCP. These efforts have allowed us to achieve this great result."
Benoit Bazin, Chief Executive Officer of Saint-Gobain, commented: “The acquisition of GCP is an excellent and important step for Saint-Gobain to further consolidate its global leadership in the construction chemicals sector and strengthen its geographic influence in North America and emerging markets. The goal is our “growth” And influence" strategic plan. We are very pleased and very excited to welcome the GCP team to Saint-Gobain. We share the same industrial and commercial culture with them. In view of the leading position of GCP in its industry and the highly complementary nature of Chryso and CertainTeed Well-known brands, expertise, know-how and business, we believe that this great combination will create a very powerful platform with wider coverage, value-added solutions and services for our customers. With Saint-Gobain's scale And innovation capabilities, coupled with GCP's attractive geographic footprint, this transaction will bring higher profit growth and value creation to our shareholders, and will provide attractive development opportunities for two teams around the world. "
RBC Capital Markets, LLC acted as financial advisor, and Latham & Watkins LLP acted as legal advisor on GCP transactions.
About GCP Application Technology GCP Application Technology (NYSE: GCP) is the world’s leading supplier of building product technology. Its products include concrete and cement admixtures and additives, Verifi® transportation concrete management systems, high-performance waterproofing products, and Special construction products. GCP products have been used to build some of the most famous structures in the world.
For more information about GCP, please visit www.gcpat.com
Investor Relations William I. Kent, IRC Vice President, Investor Relations T +1 (617) 498-4344 Investors@gcpat.com
Additional information about the acquisition and where to find it
This communication is in response to a proposed transaction involving GCP Applied Technologies Inc. ("GCP") and Cyclades Merger Sub, Inc. ("Merger Sub"). Cyclades Merger Sub, Inc. ("Merger Sub") is the name of Cyclades Parent, Inc. ("Parent Company")'s wholly-owned subsidiary) and Compagnie de Saint-Gobain SA ("Guarantor"). GCP’s special shareholder meeting will be announced as soon as possible to seek shareholder approval for the proposed merger. GCP hopes to submit proxy statements and other related documents related to the proposed merger to the U.S. Securities and Exchange Commission ("SEC"). The final proxy statement will be sent or provided to GCP shareholders, which will contain important information about the proposed transaction and related matters. GCP investors and shareholders are urged to read the final proxy statement and other related materials carefully, and read them carefully when they are all available, because they will contain important information about GCP and about GCP's parent company, GUA MER. Investors can obtain free copies of these materials (when they are available) and other documents submitted by GCP to the SEC on the SEC website www.sec.gov, GCP website www.gcpat.com or by sending a written request. GCP Applied Technologies Inc. , Attn: GCP Shareholder Services, 2325 Lakeview Parkway, Alpharetta, Georgia 30009.
GCP and its directors, executive officers, and certain other management members and employees may be deemed to have participated in soliciting power of attorney related to the merger from its shareholders. According to the regulations of the US Securities and Exchange Commission, relevant information about persons who may be deemed to be involved in the GCP shareholder solicitation activities related to the merger will be listed in the final proxy statement of GCP for its extraordinary general meeting of shareholders. Other information about these individuals and any direct or indirect interests they may have in the merger will be listed when the final proxy statement is submitted to the SEC for the merger. Information related to the above can also be found in the final proxy statement of the GCP 2021 Annual Meeting of Shareholders ("Annual Meeting Proxy Statement"), which was submitted to the US Securities and Exchange Commission on March 26, 2021. Since the amount specified in the proxy statement of the annual meeting, the securities have changed, and such changes have been or will be reflected in the change of ownership statement on Form 4 filed with the US Securities and Exchange Commission.
This announcement contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be made in the context of the statement and usually appear when GCP or its management discuss its beliefs, estimates or expectations. Such statements usually include words such as "believe", "plan", "intend", "target", "will", "anticipate", "estimate", "recommend", "expect", "expect", "continue", etc. . Or similar expressions. These statements are not historical facts or guarantees of future performance, but only represent the beliefs of GCP and its management when making statements about future events. These events are subject to certain risks, uncertainties and other factors, many of which are Factors are beyond the control of GCP. Due to various factors, actual results and results may differ materially from those contained in such forward-looking statements, including but not limited to: (1) The merger cannot be completed within the expected time period, or cannot be completed at all, for any reason , Including failure to obtain shareholder approval to pass the merger agreement, failure to obtain the required regulatory approval, or failure to meet other conditions for completing the merger; (2) The merger agreement may be terminated if GCP is required to pay a termination fee of US$71 million (3) The risk of the merger disrupting GCP’s current plans and operations or diverting management’s attention to its ongoing business; (4) Merger announcements are critical to GCP’s retention and hiring of key personnel, as well as the risks associated with its customers, suppliers, and others. The impact of the ability of other people in business dealings to maintain relationships; (5) The overall impact of the merger announcement on GCP’s operating results and business; (6) The amount of costs, expenses and expenditures related to the merger; (7) Failure to complete the merger may result in the risk of a significant drop in GCP's stock price; (8) the nature, costs and results of any litigation and other legal procedures, including any such procedures related to the merger, and are brought against GCP and others; (9) other Factors that may affect GCP business, such as but not limited to the periodicity and seasonality of the industries that GCP serves; overseas business, especially in emerging regions; changes in currency exchange rates; business interruptions due to public health or security emergencies, such as The new coronavirus ("COVID-19") pandemic; the cost and availability of raw materials and energy; the effectiveness of GCP research and development, new product launches and growth investments; asset acquisition and divestiture, and disposal gains and losses; affecting GCP outstanding The development of liquidity and debt, including debt covenants and interest rate risks; affecting the development of GCP-funded and unfunded pension obligations; warranty and product liability claims; legal procedures; inability to establish or maintain certain business relationships and relationships with customers and suppliers , Or unable to retain key personnel; the cost of handling hazardous materials and complying with environmental regulations; extreme weather events and natural disasters; (10) other risks of completing the proposed merger, including those where the proposed merger cannot be completed within the expected time or cannot be completed at all risk.
If the proposed transaction is completed, GCP shareholders will no longer own any equity in GCP, nor will they have the right to participate in its earnings and future growth. These and other factors are identified and described in more detail in GCP's annual report on Form 10-K for the year ended December 31, 2020, as well as GCP's follow-up documents and quarterly reports, and are available online at www.sec.gov . Readers are cautioned not to rely too much on GCP’s forecasts and other forward-looking statements, which are only effective from the date of publication. Except as required by applicable laws, GCP assumes no obligation to update any forward-looking statements or make any other forward-looking statements, whether due to new information, future events or other reasons.
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