Recommended public offer in cash for HBG by Grupo Dragados

15 March 2002 10:53 - Royal BAM Group nv

Following the press releases of 5 February 2002 and 6 March 2002, Grupo Dragados, S.A. ('Grupo Dragados') and Hollandsche Beton Groep nv ('HBG') jointly announce that Grupo Dragados will launch a recommended public offer in cash for all the outstanding ordinary shares in HBG (the 'Offer').

Not for release, publication or distribution, in whole or in part, in or into, the UK, the US, Canada, Australia or Japan.

Press release of Grupo Dragados and HBG

Madrid / Rijswijk, 15 March 2002

The Offer will be launched by the public announcement of the availability of an offer document dated 15 March 2002 relating to the Offer (the 'Offer Document') by advertisements in the Official Pricelist of the Euronext Amsterdam Stock Exchange dated 15 March 2002 and in one or more national Dutch newspapers of 16 March 2002.

The ordinary shares in HBG ('HBG Shares') are listed on the Official Segment of the stock exchange of Euronext Amsterdam N.V. Grupo Dragados offers a price per HBG Share of

EUR 21.25 in cash. In view of the Offer, no dividend will be paid by HBG in relation to the financial year 2001.

The Offer Price represents:

  • a premium of approximately 60% to the average closing HBG Share price for the 30 trading days ending on 4 February 2002, the last trading day of the first public announcement that an offer was considered; and
  • a premium of approximately 57%, compared to the HBG Share price at close of business on on 4 February 2002.

The Management Board and the Supervisory Board of HBG believe that the proposed transaction is in the best interest of the shareholders and all other stakeholders in HBG. They are of the opinion that the Offer is a fair reflection of the current value of HBG and therefore recommend the acceptance of the Offer.

Positive advice has been obtained from the central works council of HBG. The consultations with the trade unions have been finalised.

Copies of the Offer Document, which inter alia contains the conditions subject to which the Offer will be declared unconditional, are available as of 18 March 2002 from the offices of

ING Bank N.V. (Foppingadreef 7, P.O. Box 1800, 1000 BV Amsterdam, The Netherlands) and HBG (Generaal Spoorlaan 489, Rijswijk, The Netherlands, e-mail: hbg-pr@hbg.nl).

HBG shareholders are advised to review the Offer Document thoroughly and completely and to seek independent advice in order to reach a balanced judgement in respect of the Offer and the contents of the Offer Document.

The acceptance period begins on 18 March 2002 and ends, subject to extension, on 10 April 2002 at 15:00 hours Dutch time.

An extraordinary general meeting of shareholders of HBG will be held on 2 April 2002, 10:30 hours Dutch time, at the offices of HBG at Generaal Spoorlaan 489, Rijswijk, The Netherlands, during which meeting the Offer will be discussed.

Advisers

Rothschild is advising Grupo Dragados and Lazard is advising HBG.

Press enquiries

Grupo Dragados:

HBG:

  • Arno Pronk, Manager Public Relations, +31 70 372 2121, apronk@hbg.nl

Re​strictions

The distribution of the Offer Document and/or the making of the Offer may, in certain jurisdictions (including, but not limited to, the United Kingdom, the United States of America, Canada, Australia and Japan), be restricted by law. Therefore, persons obtaining the Offer Document or into whose possession the Offer Document otherwise comes, are required to, and should, inform themselves of and observe all such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Grupo Dragados and HBG do not accept or assume any responsibility or liability for any such violation by any person whomsoever of any such restriction.