CRH submits offer to acquire Adbri for A$3.20 per share in cash

CRH, together with the Barro Group, have entered into an agreement with Adbri in relation to a potential transaction to acquire Adbri that is recommended by the Independent Board Committee, or IBC, of Adbri. The partners have submitted a non-binding offer to acquire 100% of the ordinary shares of the company for a cash price of A$3.20 per share. Adbri recently announced that its 2023 underlying EBITDA is expected to be in a range of A$310M-A$315M and the offer represents a multiple of approximately 9x enterprise value to expected 2023 underlying EBITDA. Under the proposal, CRH would partner with Barro, an Australian family-owned business and approximately 43% shareholder of Adbri. CRH currently has a 4.6% interest in the company via a cash settled derivative and would acquire the remaining approximately 57% of Adbri’s shares not owned by Barro with the intention to delist Adbri from the ASX. The partners’ proposal is non-binding and subject to satisfactory completion of due diligence, entry into binding transaction documentation, Adbri shareholder approval through a scheme of arrangement and customary legal requirements, including relevant regulatory approvals. As separately announced by Adbri, the Adbri IBC has agreed to provide CRH exclusive due diligence access to progress the proposal and intends to recommend that Adbri shareholders vote in favor of the proposed transaction, subject to entering into a binding scheme implementation deed and other customary conditions. The agreed cash consideration of A$3.20 per share values Adbri at an equity valuation of A$2.1B on a 100% basis and values the approximately 53% of issued share capital that the partners do not currently have an interest in and which CRH has agreed to acquire at A$1.1B.