Saint-Gobain // Universal Registration Document 2021
Financial and accounting information Management report Compagnie de Saint-Gobain annual financial statements
Acquisition of Chryso 1.6 After signing an agreement on May 20, 2021, Saint-Gobain completed its acquisition of Chryso on September 29, 2021 from funds advised by the global private equity firm Cinven. Chryso is a leading global player on the construction chemicals market, providing comprehensive additive solutions for sustainable construction, helping to significantly reduce the carbon footprint of concrete. The company employs 1,300 people and generates approximately €400 million in annual sales and around €85 million in Ebitda. The enterprise value of just over €1 billion represents a multiple of 12.0x Chryso’s last 12 months’ Ebitda of €85 million and a multiple of 7.6x post run-rate synergies of €50 million in year 5. 1.7 On December 6, 2021, Saint-Gobain and GCP Applied Technologies announced that they had entered into a definitive agreement pursuant to which Saint-Gobain will acquire all of the outstanding shares of GCP for USD 32.00 per share, in cash, in a transaction valued at approximately USD 2.3 billion (approximately €2.0 billion). This acquisition is a decisive step in establishing Saint-Gobain’s leading position worldwide in construction chemicals with total sales of more than €4 billion (up from €3 billion previously), and furthers the Group’s strategy as worldwide leader in light and sustainable construction. The agreed-upon price represents a multiple (before synergies) of approximately 13.2x GCP’s estimated 2022 adjusted Ebitda of USD 170 million, a multiple of 8.8x Ebitda post run-rate synergies of USD 85 million, and a premium of 39% above the volume-weighted average price per GCP share for the 30 unaffected trading days ended November 30, 2021. The transaction was unanimously approved by the Boards of Directors of both Saint-Gobain and GCP Applied Technologies. Saint-Gobain has obtained undertakings from Starboard and Standard Investments (formerly known as 40North/Standard Industries), to vote their respective stakes of 8.9% and 24.2% in favor of the transaction. Closing of the transaction is subject to GCP shareholders’ approval, antitrust approvals and satisfaction of other customary closing conditions; it is expected to close by year-end 2022. Acquisition of GCP
1.8
New “Grow & Impact”
strategic plan At its Capital Markets Day on October 6, 2021, Saint-Gobain launched “Grow & Impact”, its new strategic plan designed to accelerate the Group’s profitable growth. The Group is very well positioned on the structural growth markets of light and sustainable construction. Thanks to its comprehensive range of solutions and its performance-driven local operating model, Saint-Gobain should outperform its underlying markets, which are accelerating. Saint-Gobain is a key player in the fight against climate change, aiming to maximize the positive impact that the Group brings to its customers while minimizing its own environmental footprint: sustainable solutions represent 72% of Group sales; ■ solutions sold by the Group in one year result in the ■ avoidance of around 1,300 million tons of CO 2 over their lifespan. The Group set new annual financial targets for 2021-2025 on average, including accelerated profit and cash flow generation and attractive value creation for its shareholders: organic revenue growth of 3%-5%; ■ operating margin of 9%-11%; ■ free cash flow conversion ratio above 50%; ■ ROCE of 12%-15%; ■ annual dividend payout ratio representing 30%-50% of ■ recurring net income; €2 billion share buyback program over the 2021-2025 ■ period. 1.9 Compagnie de Saint-Gobain also redeemed the following instruments at maturity: a €750 million private placement paying variable-rate ■ interest at 3-month Euribor +0.35% on March 22, 2021; €750 million worth of 3.625% bonds on June 15, 2021. ■ Financing activities
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