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HeidelbergCement Buys Hanson for 7.85 Billion Pounds

May, 15 2007

(Bloomberg) -- HeidelbergCement AG, Germany's largest cement maker, agreed to buy Hanson Plc of the U.K. for 7.85 billion pounds ($16 billion) in the global building- materials industry's biggest-ever takeover. HeidelbergCement will pay 11 pounds a share in cash for London-based Hanson, the largest supplier of sand and gravel, it said today. That's 29 percent more than the closing price on May 2, when the German company first said it might bid. 'While this deal makes a lot of sense for Hanson investors, Heidelberg is paying a hefty premium and its management will have to work hard to make it worthwhile,' said Tobias Woerner, an analyst at Man Securities with a 'neutral' rating on both stocks. Prospects for a counter-bid are 'fairly low,' he said. HeidelbergCement, controlled by German billionaire Adolf Merkle, will increase revenue by two-thirds, expanding in the U.S. and bolstering output of aggregates, pipes and bricks. The purchase marks the end of a company that rose to global prominence in the 1980s when founder James -- later Lord -- Hanson built a conglomerate with interests ranging from cigarettes and chemicals to housing and hot dogs. Shares of Hanson rose as much as 48.5 pence, or 4.6 percent, to 1,105.5 pence and were trading at 1,098.5 pence as of 1:14 p.m. in London for a market value of 7.84 billion pounds. They'd gained 37 percent this year prior to today. Stock of HeidelbergCement, which will make disposals and sell shares and bonds to fund the purchase, traded down 1.7 percent at 115.7 euros, valuing it at 13.4 billion euros ($18 billion). It has added 4.3 percent this year. North American Bias The Heidelberg-based company employs 46,000 people in more than 50 countries and gets almost half its revenue from Europe, with cement accounting for 50 percent of production. Hanson has 26,000 workers in 14 nations and derives half its sales from North America, with 69 percent of output from aggregates. 'The fit is reasonably good and Heidelberg will benefit from integration with Hanson,' said John Sheehan, a building- materials analyst at NCB Stockbrokers Ltd. in Dublin. The purchase, which has a value of 9.5 billion pounds including debt, takes deals involving U.K. companies to $525.8 billion this year, up from $192.9 billion in the equivalent period of 2006, according to data compiled by Bloomberg. 'Defining Moment' 'It's a defining moment,' HeidelbergCement Chief Executive Officer Bernd Scheifele said on a conference call today. 'The companies are a perfect fit and overlaps are minimal. Hanson strengthens our operations in the U.S., U.K. and Europe and adds a business in Australia.' Since 2000, more than $90 billion has been spent on takeovers and agreed deals in the building-materials industry as companies seek to bolster revenue, build raw-material stockpiles and reduce costs. The consolidation had left Hanson as the only major British-owned player. HeidelbergCement, the world No. 4 in cement, is playing catch-up with larger rivals Lafarge SA, Holcim Ltd. and Cemex SA after they expanded through major acquisitions. Paris-based Lafarge began the trend with its 4.2 billion- pound purchase of Blue Circle Industries Plc, Britain's biggest cement maker, in 2001. Mexico-based Cemex followed with the 3 billion-pound takeover of U.K. concrete maker RMC Group Plc in 2004 and Holcim of Switzerland added Aggregate Industries Plc, also based in Britain, for 2.2 billion-pound in 2005. Cemex this year agreed to buy Australia's Rinker Group Ltd. for $14.2 billion in what was the biggest building-materials acquisition before today. Vicat Disposal HeidelbergCement plans to sell assets including its 35 percent stake in French building-materials supplier Vicat SA, worth about 1.4 billion euros, to help fund the purchase, it said today. The German company also aims to raise 500 million euros from selling shares, 2 billion euros from so-called hybrid capital, and an unspecified amount from a bond issue. Based on Hanson's 2006 earnings, the deal values the U.K. company at 12.8 times earnings before interest, tax depreciation and amortization, Man's Woerner calculates. That compares with 12.3 times for the $4.6 billion purchase of Florida Rock Industries Inc. by Vulcan Materials Co., announced in February, and six times for Lafarge's $3.5 billion buyout last year of its North American division. Following the takeover, Hanson CEO Alan Murray will take charge of the enlarged business's U.S. and Australian operations, which come largely from the U.K. company. Hanson made its name in the 1980s, when it became Britain's largest industrial group with a market value of 15 billion pounds. Chairman Lord Hanson, an ally of former Prime Minister Margaret Thatcher, and business partner Gordon White built the business through a series of acquisitions, many hostile. Imperial Purchase Purchases included cigarette-maker Imperial Group, bought for $4.3 billion after a prolonged takeover battle, Kaiser Cement, Quantum Chemicals and SCM, owner of the Smith-Corona office equipment, Glidden Paints and Durkee's Famous Foods brands. After White's death in 1995, the now sprawling business was split into four separate public companies: Millennium Chemicals Inc., Imperial Tobacco Plc, Energy Group Plc and Hanson Plc, which took with it the group's building materials and equipment operations. Lord Hanson retired as chairman in 1997 and died in November, 2004, aged 82. Hanson is strongest in the U.S., where construction spending last year surged to a record $1.12 trillion on road and commercial building. That countered a decline in demand for bricks as new home sales dropped 18 percent, the sharpest contraction since 1990. Heidelberg Roots HeidelbergCement traces its roots to 1872, when Johann Philipp Schifferdecker, a wealthy brewer, bought a bankrupt cement plant on the Neckar River near Heidelberg. Adolf Merkle owns about three-quarters of the company, 63 percent through his Spohn Cement GmbH and the rest in person. Acquisitions involving U.K. companies so far this year have risen four-fold from the same period in 2005, Bloomberg data shows. In contrast to the political opposition to foreign takeovers in France, Spain and Germany, the U.K. government has avoided intervening. Thatcher, prime minister from 1979 to 1990, championed a laissez-faire approach to markets and Tony Blair's Labour government stuck with that policy. HeidelbergCement said it aims to retain its investment- grade credit ratings. The company's credit-default swaps had fallen 11,000 euros to 38,000 euros as of 8:00 a.m., based on a contract size of 10 million euros, according to Deutsche Bank. Hanson's had declined 20,000 euros to 34,500 euros. Credit- default swaps are based on corporate bonds and are used to speculate on a company's ability to repay debt. A decline indicates improving perceptions of credit quality. Hanson is being advised by NM Rothschild and its brokers are Hoare Govett. Deutsche Bank AG is advising HeidelbergCement. By Sophie Kernon and Stefanie Haxel