Wien, 18.05.2004 - Disclosure announcement transmitted by euro adhoc.The issuer is responsible for the content of this announcement.
Wienerberger AG Wienerberger announces full takeover of KoramicRoofing and capital increase
These materials are not being issued in the UnitedStates of America and should not be distributed to United Statespersons or publications with a general circulation in the UnitedStates. These materials are not an offer for sale of the securitiesin the United States. No public offering of the securities will bemade in the United States. The securities have not been registeredunder the U.S. Securities Act of 1933, as amended (the "SecuritiesAct"), and may not be sold in the United States absent registrationor an exemption from registration under the Securities Act.
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This press release does not constitute a public offer to purchase orsell nor a solicitation to make a purchase or subscription order forshares of Wienerberger nor may the information contained in thispress release be construed to contain such information. In accordancewith the Austrian Capital Market Act a prospectus has been filedtoday with the filing office at Oesterreichische Kontrollbank AG andpublished by short notice in the official gazette "Amtsblatt zurWiener Zeitung". Any offer to purchase or subscribe for shares ofWienerberger received today will be rejected by Wienerberger and theJoint Lead Managers.
- Wienerberger has exercised its call option to buy remaining 50% of Koramic Roofing- Capital increase through 1:8 rights offering at market and simultaneous global offering- Proceeds will be used to finance acceleration of growth program, including early Koramic Roofing acquisition
Wienerberger AG (Vienna Stock Exchange: WIE, Reuters: WBSV.VI,Bloomberg: WIE AV) has announced the launch of a capital increasebeginning on Wednesday, May 19, 2004. The proceeds of the capitalincrease will be used to accelerate Wienerberger?s growth program,including the early acquisition of the remaining 50% of KoramicRoofing.
With the Supervisory Board's approval, the Managing Board ofWienerberger has decided to issue up to approximately 8.1 million newshares, representing 12.5% of the existing share capital. Inaddition, up to a further 0.8 million shares, representing 10% of therights offering, have been authorized to be issued to cover anyover-allotments. CAIB / Bank Austria Creditanstalt and UBS InvestmentBank have been appointed Joint Lead Managers and Joint Bookrunnersfor the transaction.
The capital increase will be structured as a combined rights offeringand global offering. The rights offering to existing shareholderswill be in the ratio of 1 new share per 8 existing shares.Simultaneously, there will be a global offering for those shares nottaken up in the rights offering. The final subscription price will beset at the same level as that for the global offering.
The subscription period for the rights offering will start on May 19and run through to June 2. The bookbuilding for the global offeringwill be undertaken concurrently. The final subscription and offeringprice is expected to be announced on June 3, 2004. Trading in the newshares is expected to start on June 8.
Wienerberger has exercised its option to acquire the remaining 50% ofKoramic Roofing for approximately EUR 211.5 million on a debt-freebasis, subject to minor adjustments at closing. The acquisition willallow for the full integration of Koramic Roofing, the 50/50 jointventure created in 2003 with Koramic Building Products. KoramicRoofing is a leading European producer of clay roof tiles, and offersa broad range of high quality flat and moulded clay roof tiles. Thecompany holds leading market positions in Belgium, Holland, France,Poland and Estonia and generated revenues of EUR 216 million andEBITDA of EUR 50 million in 2003. Koramic Roofing will be 100%consolidated on a retro-active basis from April 1, 2004. The closingof the acquisition is not dependent on the successful completion ofthe capital increase.
Wienerberger intends to use the net proceeds from the offering tofinance its growth strategy, which consists of a combination ofbolt-on acquisitions and greenfield projects. The capital increasewill accelerate Wienerberger's growth program by providing funds tobring forward smaller growth projects, allow for the early exerciseof the Koramic Roofing option, and realize larger acquisitions asappropriate opportunities arise. In addition, the capital increasewill enable Wienerberger to maintain balance sheet flexibility, whichis an important requirement in fulfilling its growth program.
Commenting on the capital increase, Wolfgang Reithofer, CEO ofWienerberger said: "We are delighted to offer to investors theopportunity to participate in this capital increase, which willenable Wienerberger to accelerate its profitable growth strategy. Wehave a successful track record for our growth program havingintegrated over 25 small companies in the last two years and fourlarger-size acquisitions since 2001. At the same time, we were ableto substantially improve our profitability. With this capitalincrease we want to accelerate our growth program and continue todeliver value to our existing and new shareholders."
Commenting on the acquisition of the remaining 50% of KoramicRoofing, Wolfgang Reithofer added: "The purchase of the first 50% ofKoramic Roofing at the beginning of 2003 is a proven success. Withthis company, Wienerberger has become a leading pan-European producerof clay roof tiles and established roofing systems as a second corebusiness. Koramic Roofing exceeded its budget in 2003, and theacquisition has been margin and earnings accretive from year one. Wehave decided to exercise our call option early in order to gain fullownership and to accelerate our growth program in clay roof tiles, aswell as to realize further synergies from the integration. The earlybuy-out is a key part of our accelerated growth program and will befinanced from net proceeds of the offering."
Wienerberger is the largest producer of bricks in the world and thesecond largest manufacturer of roof tiles in Europe. The Group ispresent in the hollow and facing brick markets, the two largestsegments of the brick industry, and in the clay and concrete rooftile area. In hollow bricks, Wienerberger is the number one producerworldwide; in facing bricks it maintains the number one position inContinental Europe and number two in the United States. In addition,the Group manufactures clay and concrete pavers.
For the year ended December 31, 2003 Wienerberger reported revenuesof EUR 1,826.9 million (+10% from 2002), EBITDA of EUR 349.9 million(+16%), operating profit of EUR 190.2 million (+25%) and earnings pershare adjusted for goodwill amortization of EUR 2.01 (+28%). As atMarch 31, 2004 Wienerberger operated 218 plants in 23 countries andhad sales operations in two additional countries.
The Wienerberger Management is dedicated to high standards ofInvestor Relations and Corporate Governance.
A press conference will be held today at Hotel Marriott in Vienna, Parkring 12 a, at 10.00 am (CET).
Wienerberger AGThe Managing BoardVienna, May 18, 2004
Further inquiry note:For additional information contact:Thomas Melzer, Public and Investor RelationsT +43(1)60192-463 email@example.comTel: 0160192-0FAX: 0160192466Email: firstname.lastname@example.org
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WKN: 083170ISIN: AT0000831706Marktsegment: ATX, ATX Prime, WBI, official dealing Wiener Börse AG