Saint-Gobain today announces that it has entered into a definitive agreement with CSR Limited (“CSR”) to acquire all of the outstanding shares of CSR by way of an Australian scheme of arrangement for A$9.00 per share, in cash, corresponding to an enterprise value of A$4.5 billion (c. €2.7bn) and a net enterprise value of A$3.2bn (c. €1.9bn) post short to mid-term monetizable property value of at least A$1.3bn.
CSR is a leading building products company in Australia for residential and non-residential construction with A$2.7bn in total revenue, 30 manufacturing plants and around 2,500 employees. CSR is a unique opportunity for Saint-Gobain to establish a leading presence in the attractive Australian construction market. This acquisition, which is fully aligned with the Group’s vision as the worldwide leader in light and sustainable construction, is a decisive step to strengthen its presence in the fast-growing markets of Asia-Pacific.
CSR consists principally of Building Products (A$2.0bn sales and 17.7% EBITDA margin, consensus expected in fiscal year ending March 2024) with Australia’s most trusted and iconic brands that fit extremely well with Saint-Gobain’s worldwide offer on light and sustainable construction. In addition, CSR holds a Property portfolio which is planned to be monetized in the short to mid-term for a value of at least A$1.3bn, and an indirect minority participation (~25%) in an Aluminium business, on which Saint-Gobain will explore its options going forward.
The agreed upon price represents a premium of 33% above the volume-weighted average price per share for the 1-month trading ended on the undisturbed date of February 20, 2024, and a multiple (before synergies) of 10.7x analyst consensus EBITDA for CSR for fiscal year ending March-2024 of A$422 million. Taking into account the short to mid-term monetizable value of the property business, it represents a multiple of 7.9x on Building Products consensus EBITDA for the fiscal year ending March 2024 of A$406 million including A$60 million year 3 run-rate synergies.
The business combination has been unanimously approved by the Board of Directors of Saint-Gobain. The Board of Directors of CSR has unanimously recommended that its shareholders vote in favor of the transaction.
Closing of the transaction is subject to, among other things, CSR’s shareholders’ approval, necessary regulatory approvals and satisfaction of other customary closing conditions, with closing expected in the second half of 2024.
Read the full press release HERE.