On October 11th 2007, Carmeuse's offer to acquire Oglebay Norton Company (OGBY.PK) has been retained by the special committee of the Board of the company that will submit this acquisition to the shareholders' meeting due to meet as of November 13th 2007. The transaction, which is expected to close by the end of the year, is subject to, among other things, the expiration or termination of the Hart-Scott-Rodino Act waiting period and approval by Oglebay Norton shareholders.
Oglebay, founded in 1854 has almost the same experience as Carmeuse, founded in 1860! Oglebay Norton is an important producer of high quality limestone, lime and industrial sands spread on the whole US. Their activities are organized around 3 main areas: Great Lakes Operations, Oglebay Norton Minerals Inland Operations, Oglebay Norton Industrial Sands.
For Carmeuse North America, this major acquisition will give access to substantial high-quality mineral reserves and expand its network to the south-western and on the Eastern coast of the U.S.
The transaction amounts to approximately 500 million Euros (US$ 700 million) including the refinancing of the Oglebay-Norton financial indebtedness. In order to ensure the financing of this acquisition together with the previously approved industrial plan, Carmeuse secured, on top of its outstanding 250 million Euros senior floating rate notes due 2014, 850 million Euros (1,2 billion US $) combined credit facilities.
This acquisition and its financing will increase the Carmeuse leverage ratio on a pro forma basis to around 3,75 that should reduce, progressively over time, through EBITDA enhancing. Such reduction being potentially accelerated by disposals of selected acquired non-core assets. We estimate that this acquisition and its financing would have a limited impact on our corporate ratings, currently Ba2 and BB+.
Commenting this deal, Mr. Rodolphe Collinet, Chief Executive Officer of the Carmeuse Group, said: “This is by far the biggest deal ever realised by Carmeuse. This success is largely the result of an outstanding team work from all the persons involved. I am very proud to work with such fantastic people and I am confident that we will transform this opportunity into a major step forward to keep Carmeuse making the reference of our industry.”