SUMMERVILLE, S.C., Nov. 4 /PRNewswire/ -- Giant Cement Holding, Inc.
(Nasdaq: GCHI) today announced that it has entered into a definitive merger
agreement pursuant to which Cementos Portland, S.A. will acquire all of the
outstanding shares of Giant Cement common stock for $31.00 per share in cash.
The offer price represents a 51% premium to Giant Cement's closing stock price
on November 3, 1999 and a total transaction value of approximately
$343.4 million, including the assumption of $67.4 million of debt.
Giant Cement's Board of Directors has unanimously approved the transaction
and has recommended acceptance by the Giant Cement stockholders. In
accordance with the terms of the merger agreement, Cementos Portland will
promptly commence an all-cash tender offer for all outstanding shares of Giant
Cement common stock. Following the completion of the tender offer, subject to
the terms and conditions of the merger agreement, the parties will effect a
second-step merger in which all shares not purchased in the tender offer will
be converted into the right to receive $31.00 in cash. The tender offer is
conditioned upon, among other things, there being tendered and not withdrawn
prior to the expiration date of the offer at least a majority of the
outstanding Giant Cement shares on a fully diluted basis, and on the
expiration of the waiting period under the Hart Scott-Rodino Antitrust
Improvements Act of 1976. The offer will expire in early December 1999,
unless further extended.
Gary Pechota, Giant Cement's Chairman and Chief Executive Officer, said
"The transaction is at a significant premium to the Giant Cement stock price
and represents a substantial value for Giant Cement shareholders.
Additionally, the strength of the combined companies will benefit Giant
Cement's employees and customers. This transaction is a continuation of the
trend towards globalization of the cement industry and positions Giant to be a
strong competitor in a rapidly consolidating industry."
Giant Cement Holding, Inc., through its subsidiaries Keystone Cement
Company in Pennsylvania and Giant Cement Company in South Carolina,
manufactures and sells a complete line of portland and masonry cements used in
residential, commercial and infrastructure construction applications. The
Company is the 15th largest producer of cement in the United States. Its two
cement manufacturing facilities, which have a rated capacity of 1.55 million
tons, serve the South-Atlantic and Middle-Atlantic regions of the United
States. Giant Cement is a pioneer in the development of innovative,
environmentally sound methods for the reuse of waste materials in the
manufacturing of cement. Additionally, Giant Cement operates three lightweight
aggregate manufacturing facilities and their associated resource recovery
operations, five concrete block plants, a cement import terminal, and two
waste treatment and blending facilities. Giant Cement is the largest
lightweight aggregate supplier on the East Coast and the largest provider of
resource recovery fuel burning services nationwide, as well as the fourth
largest cement producer in its East Coast markets.
Cementos Portland with consolidated revenues in excess of $347 million in
1998, is the second largest cement group in Spain. In the U.S., Cementos
Portland has a 65% share in the cement company CDN-USA, Inc. serving the
northeastern part of the U.S. Cementos Portland is quoted on the Madrid stock
exchange and has an equity market capitalization of approximately $848
million. Cementos Portland is indirectly controlled by Fomento de
Construcciones y Contratas (FCC), a Spanish construction and public services
group which is active in the waste management sector. FCC, in turn, is
jointly controlled by the Koplowitz family and the French group Vivendi, a
diversified industrial services group.
Merrill Lynch & Co. (NYSE: MER) is acting as financial advisor and
Proskauer Rose LLP is acting as legal counsel to Giant Cement. Schroder & Co.
Inc. is acting as financial advisor and dealer manager in the transaction and
Weil, Gotshal & Manges LLP is acting as legal advisor to Cementos Portland,
S.A.
SOURCE Giant Cement Holding, Inc.
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CONTACT:
Terry Kinder, Vice President and Chief
Financial Officer of Giant Cement Holding, Inc., 843-851-9898
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