Company Announcement no. 19-2007, 10 August 2007
In April it was announced that FLSmidth had signed a conditional
agreement with the Board of Directors of Groupe Laperrière &
Verreault Inc. (GL&V), a listed Canadian company, to acquire the
latter's Process Division (GL&V Process) consisting of the two
companies Dorr-Oliver Eimco and Krebs Engineers. The agreement was
among other conditions subject to the approval of at least 75 per
cent of GL&V's shareholders, on a per class basis, as well as the
necessary governmental approvals (cf. Stock Exchange Announcement
09-2007).
It is highly gratifying for FLSmidth's Board and Management and
GL&V's Board of Directors to note that the condition of acceptance by
more than 75 per cent of the shareholders has been fulfilled. At an
extraordinary general meeting held on 27 July 2007, 99.92 percent of
the company's A shareholders and 100 per cent of its B shareholders
accepted the purchase offer.
Subsequently, all the relevant Canadian authorities and the
competition regulators in the most important countries, notably USA
and Germany, have approved the transaction. The only outstanding
approvals are those of the competition authorities in one country.
This does not give reason to postpone the transaction.
Hence on 10 August 2007, a binding agreement about the purchase of
the shares in GL&V was made.
The total acquisition price for the whole of GL&V Process amounts to
CAD 983m (=DKK 5.0bn) on a debt and cash free basis.
The acquisition of Dorr-Oliver Eimco and Krebs Engineers (GL&V
Process) is fully in line with the FLSmidth Group's strategic
objective of strengthening its Minerals activities to bring them to
the same level as the Group's activities in the cement industry.
Together, the companies will now be able to offer the market complete
solutions covering the entire process from minerals extraction to the
final end product.
The acquisition brings 1,000 new employees and geographical
representation in several new countries to FLSmidth. Hereafter
FLSmidth will have approximately 9,000 employees and be represented
in 40 countries.
Until now, FLSmidth Minerals' competencies have primarily been in
crushing, grinding, materials handing and pyro technology, while
Dorr-Oliver Eimco and Krebs Engineers have their primary competencies
in the downstream separation processes.
FLSmidth Minerals, Dorr-Oliver Eimco and Krebs Engineers therefore
complement each other and their joining of forces will make them a
global market leader in crushers, mills, hydrocyclones, flotation,
sedimentation, materials handling and calcination for the minerals
industry.
In two to three years, the yearly synergies are expected to amount to
DKK 200m in EBIT terms. The synergies consist of DKK 1bn in sales
synergies with an EBIT effect of DKK 180m and DKK 20m in cost
synergies.
The expected positive effect of the acquisition on the 2007 financial
results will be outlined in the FLSmidth & Co. Interim Report 1
January - 30 June 2007 to be released on 22 August 2007. GL&V Process
will be consolidated as at 10 August 2007.
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Please address any questions regarding this announcement to Group
Chief Executive Officer Jørgen Huno Rasmussen at +45 36 18 18 00.
Yours faithfully
Torben Seemann Hansen
Corporate Public Relations
