Download Report

MEDIA RELEASE
THIS IS NOT AN OFFER. NOT FOR DISTRIBUTION IN AUSTRALIA, CANADA, HONG KONG, JAPAN,
NEW ZEALAND or SOUTH AFRICA
This press release is not an offer. Any offer for shares of Sanitec will only be made pursuant to an offer document to be approved
by the Swedish Financial Supervisory Authority as responsible regulator which will be published on our website under
www.geberit.com. You should refer to the detailed restrictions and information in the offer document before making any decision
on whether to participate in the offer.
Geberit announces offer to acquire Sanitec, the European market leader in the area of
bathroom ceramics
Geberit AG, Rapperswil-Jona, October 14, 2014, 07:00 am CET
Geberit has today announced a tender offer to acquire Sanitec, Europe’s leading company in
the area of bathroom ceramics. The offer price of SEK 97 per share corresponds to a total
value of the offer of CHF 1.29 billion; the acceptance period for the Offer is expected to begin
on or about 17. November 2014 and expire on or about 22. December 2014. The new company
will be a unique integrated company in the sanitary products market in Europe.
Geberit AG announced that it is making an offer to Sanitec’s shareholders to acquire their shares at a
price of SEK 97 each, corresponding to a total transaction value of CHF 1.29 billion for 100% of the
shares. The offer represents a premium of 29% compared to the volume weighted average trading
price of the Sanitec shares on the Stockholm Stock Exchange over the past three months. The
merger is being completely financed by Geberit using its own funds, as well as by new debt to be
taken on. The offer is subject to customary conditions including an acceptance rate in excess of 90%
of the shares and clearance from relevant merger control authorities.
The committee made up by those of Sanitec’s board members who do not represent shareholders
who have undertaken to accept the Offer has unanimously recommended Sanitec’s shareholders to
accept the offer – a corresponding recommendation is released by Sanitec today. In addition, the two
largest shareholders of Sanitec, EQT and Zeres Capital, jointly holding 25.5% of the Sanitec shares,
have given irrevocable undertakings to accept the offer for all of their shares.
Geberit CEO and Chairman of the Board of Directors Albert M. Baehny comments as follows: “This
transaction will make us the leader in the sanitary products industry and expand the addressable
market for Geberit. We will strengthen our access to end consumers and our presence in showrooms.
These aspects are crucial, especially in those markets where end consumers are the key decision
makers. The transaction is a promising union of leading brands in the areas of sanitary technology
and bathroom ceramics. The outstanding reputation of both companies for product quality and
reliability, service and innovation combined with strong brands make this combination a perfect
match.”
For Geberit, the merger with Sanitec represents an expansion of its strategic focus. The future
product offerings will be enhanced with bathroom ceramics. The new company will be the market
leader for sanitary products in Europe, combining behind-the-wall technical know-how with in-front-ofthe-wall design competence. Geberit is excited about the prospect of collaborating with Sanitec’s
MEDIA RELEASE
professional and knowledgeable staff to extract the expected significant benefits from the combination
of the two companies. All elements of the integration and target organization will be developed jointly
with representatives from both companies.
According to a pro forma calculation based on 2013 figures and not taking into account the merits of
the combination, the combined company generated net sales of roughly CHF 2.9 billion with an
operating profit (EBIT) of just under CHF 600 million, corresponding to an EBIT margin of about 21%.
Net income was just under CHF 500 million, which corresponds to a return on sales of approximately
17%.
About Sanitec
 Leading European producer and supplier of bathroom ceramics
 Net sales of EUR 702 million in 2013 with an EBIT margin of 9.7%
 6,200 employees worldwide, 18 production facilities and 24 sales units in Europe
 Multi-brand strategy with 14 leading brands operating in Europe on a local basis
 Shares are listed on the Stockholm Stock Exchange (IPO in 2013)
Please visit our website www.geberit.com for additional information.
For further information, please contact:
Geberit AG
Schachenstrasse 77, CH-8645 Jona
Albert M. Baehny, CEO
Roland Iff, CFO
Roman Sidler, Corporate Communications & IR
Tel. +41 (0)55 221 63 46
Tel. +41 (0)55 221 66 39
Tel. +41 (0)55 221 69 47
As a European market leader in the field of sanitary technology, the Geberit Group is a global provider
with sales of CHF 2.3 billion. It employs 6,300 people in 41 countries around the world.
2
MEDIA RELEASE
Important notice
This press release is not an offer and is not being distributed, directly or indirectly, in or into Australia, Canada, Hong Kong,
Japan, New Zealand or South Africa or in or into any other jurisdictions where such press release pursuant to legislation and
regulations in such relevant jurisdictions would be prohibited by applicable law (together, the “Restricted Jurisdictions”) or by
use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex,
telephone and the Internet) of interstate or foreign commerce, or of any facility of national security exchange, of any Restricted
Jurisdiction, and the offer referred to in the press release cannot be accepted by any such use, means, instrumentality or facility
of, or from within, any Restricted Jurisdiction. Accordingly, this press release and any documentation relating to the offer are not
being and should not be sent, mailed or otherwise distributed or forwarded in or into any Restricted Jurisdiction. .
This press release is not being, and must not be, sent to shareholders with registered addresses in any Restricted Jurisdiction.
Banks, brokers, dealers and other nominees holding shares for persons in any Restricted Jurisdiction must not forward this press
release or any other document received in connection with the offer to such persons.
Statements in this press release relating to future status or circumstances, including statements regarding future performance,
growth and other trend projections and the other benefits of the offer being referred to in this press release, are forward-looking
statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”,
“expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will
not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are
outside the control of Geberit. Any such forward-looking statements speak only as of the date on which they are made and
Geberit has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new
information, future events or otherwise, except for in accordance with applicable laws and regulations.
Special notice to shareholders in the United States
The offer described in this press release will be made for shares of Sanitec, a company incorporated under Finnish law, and is
subject to Swedish and Finnish disclosure and procedural requirements, which are different from those of the United States. The
shares of Sanitec have not been registered under the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange
Act”), and are not listed or traded on any stock exchange in the United States. Accordingly, the offer will be made in the United
States in compliance with Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act , subject to the
exemptions provided by Rule 14d-1(d) under the U.S. Exchange Act and otherwise in accordance with the requirements of
Swedish, and as applicable, Finnish law. The offer referred to in this press release will be subject to disclosure and other
procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of
payments that are different from those applicable under U.S. domestic tender offer procedures and laws. Financial information
included in this announcement, if any, has been prepared in accordance with foreign accounting standards that may not be
comparable to the financial statements of United States companies.
To the extent permissible under applicable law or regulation, Geberit and its affiliates or brokers (acting as agents for Geberit or
its affiliates, as applicable) may from time to time after the date hereof, and other than pursuant to the offer, directly or indirectly
purchase, or arrange to purchase, shares of Sanitec, that are the subject of the offer or any securities that are convertible into,
exchangeable for or exercisable for such shares. To the extent information about such purchases or arrangements to purchase is
made public in Sweden, such information will be disclosed by means of a press release or other means reasonably calculated to
inform U.S. shareholders of Sanitec of such information. In addition, the financial advisors to Geberit, may also engage in ordinary
course trading activities in securities of Sanitec, which may include purchases or arrangements to purchase such securities.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR
REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THIS OFFER, PASSED UPON THE FAIRNESS OR MERITS OF
THIS ANNOUNCEMENT OR DETERMINED WHETHER THIS ANNOUNCEMENT IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.
3