CRH and Barro Group submit non-binding offer to acquire 100% of ordinary shares in Adbri
CRH plc, together with the Barro Group, have entered into an agreement with Adbri Ltd regarding a potential transaction to acquire Adbri that has been recommended by the Independent Board Committee (IBC) of Adbri.
Adbri, formerly known as Adelaide Brighton, are a leading building materials business in Australia, listed on the Australian Securities Exchange (ASX). CRH and Barro 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 their 2023 underlying EBITDA is expected to be in a range of A$310 to A$315 million 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 have 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 today, the Adbri IBC has agreed to provide CRH with exclusive due diligence access to progress the proposal and intends to recommend that Adbri shareholders vote in favour 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$2.1 billion (US$1.4 billion) 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 have agreed to acquire at A$1.1 billion (US$0.75 billion).
Albert Manifold, chief executive of CRH, said: ‘We are very pleased to announce this potential acquisition of Adbri in partnership with the Barro family. We have held a long-term interest in the Australian construction materials market, which has attractive attributes including stable market dynamics and positive growth prospects, similar in nature to the southern US and Central and Eastern Europe where we have a significant presence.
‘Adbri is an attractive business with quality assets that complement our core competencies in cement, concrete, and aggregates. With its leading market positions in Australia, we are delighted that this opportunity has presented itself to us. It is the next logical step for CRH to expand our existing presence in Australia, where we have been operating for 15 years.
‘This acquisition would strongly complement our existing Australian business, creating additional opportunities for growth and development. We look forward to working with the Barro family over the coming years to enhance the long-term performance of the business, leveraging our scale, industry knowledge, and technical expertise to improve long-term growth and operating performance and drive value to achieve the true potential of the business.’
Founded in 1882, Adbri were one of Australia’s first cement producers. Today, the company has 200+ plants and facilities across Australia, employs more than 1,500 people, and has 13 fully owned and respected brands within its portfolio.