CASH OFFER FOR BPB PLC
REPONSE TO BPB'S DOCUMENT
Not for release, publication or distribution, in whole or in
part, in, into or from Australia, Canada or Japan.
Compagnie de Saint-Gobain ("Saint-Gobain") notes that
BPB plc ("BPB") has today issued its formal defence document
and has the following comments to make:
- Although the document contains considerable detail, Saint-Gobain was aware of the key elements
- The document contains a profit forecast, which takes earnings per share from a consensus of 44p per share1 immediately before the offer period to 47p per share2 for the year to 31 March 2006, before taking into account the impact of the proposed return of capital
- BPB’s view that it should trade on a P/E multiple as high as 14.3x is very surprising
- The peer group used by BPB to arrive at this multiple includes US companies that have historically traded at substantially higher P/E multiples to European companies. Saint-Gobain does not believe that the methodology used by BPB is valid and believes a more appropriate current year P/E multiple would be considerably lower
In summary, Saint-Gobain continues to believe that its offer of 720p per share takes into account the quality and growth of BPB's business. The document contains no information that suggests that BPB deserves a re-rating and indeed validates Saint-Gobain's view that 720p per share fully and fairly values BPB.
Notes
1. Consensus immediately prior to the offer period is comprised of forecasts from ABN Amro, Citigroup, CSFB, Deutsche Bank, DrKW, Merrill Lynch, Morgan Stanley and Teather & Greenwood
2. Underlying pro forma earnings and EPS (diluted) of 50p less pro forma impact assuming a capital return on 1 April 2005 of 3p
Copies of the Offer Document and the Form of Acceptance are available for collection (during normal business hours) from Capita Registrars at PO Box 166, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TH.
Further information on Saint-Gobain is available on Saint-Gobain’s website www.saint-gobain.com.
Terms used in this announcement shall have the meaning given to them in the Offer Document.
The Offer in the United States is made solely by the Offeror and neither BNP Paribas, UBS nor any of their respective affiliates is making the Offer into the United States.
The Saint-Gobain Directors and the Offeror Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Saint-Gobain Directors and the Offeror Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
BNP Paribas and UBS are acting exclusively for Saint-Gobain and the Offeror in connection with the Offer and no one else, and will not be responsible to anyone other than Saint-Gobain and the Offeror for providing the protections afforded to respective clients of BNP Paribas and UBS nor for providing advice in relation to the Offer or any other matter referred to herein.
This announcement does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities.
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