DGAP-Adhoc

HeidelbergCement AG acquires 45% of the shares in Italcementi S.p.A.

HeidelbergCement AG / Key word(s): Acquisition

28.07.2015 20:32

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Today, HeidelbergCement AG, Germany, has entered into a purchase agreement
with Italmobiliare S.p.A. for its approx. 45% shareholding in Italcementi
S.p.A., Italy (the "Stock Purchase Agreement") listed on the Milan (Italy)
stock exchange. The purchase price (subject to contractual purchase price
reductions) amounts to EUR 10.60 per Italcementi share and therefore a
total of around EUR 1.67 billion. The purchase price will be partially paid
by way of issuing to Italmobiliare S.p.A. at least 7.75 million and at most
10.5 million new no-par value shares in HeidelbergCement AG (this
corresponds to at least 3.96% and at most 5.29% of the new share capital)
resulting from a yet to be carried out capital increase against
contribution in kind.

The closing of the Stock Purchase Agreement is subject to, inter alia,
approval by the competition authorities, particularly in Europe and in the
USA, and is expected to take place during 2016. In the event that the Stock
Purchase Agreement is consummated, HeidelbergCement AG or one of its
subsidiaries will make a mandatory public cash offer under Italian law to
all remaining Italcementi shareholders to acquire their shares at the price
provided for by applicable law (the "Mandatory Offer") that as of today is
expected to be equal to EUR 10.60. In case certain adjustment mechanisms
under the Stock Purchase Agreement reduce the price per share paid at the
closing of the Stock Purchase Agreement, the same per share reduction will
be expected to be applied to the price under the Mandatory Offer.

The acquisition will be financed through a bridge financing of EUR 4.4
billion provided by a bank consortium. The bridge financing is to be repaid
by issuing bonds, as well as by operational cashflow and proceeds from
streamlining the portfolio.

Heidelberg, 28 July 2015

HeidelbergCement AG
The Management Board


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Information and Explaination of the Issuer to this News:

Important disclaimer:

This announcement was only made in order to comply with the statutory
notification obligations of HeidelbergCement AG pursuant to section 15(1)
German Securities Trading Act. The Mandatory Offer will only be made if the
Stock Purchase Agreement is consummated. In this case the conditions and
additional provisions of the Mandatory Offer (after approval of its
publication by Consob) would be disclosed in the relevant offering
document.

Certain statements in this announcement relating to the acquisition of the
shares in Italcementi S.p.A pursuant to the Stock Purchase Agreement and
the Mandatory Offer constitute 'forward-looking Statements'. These
statements reflect the management board's current expectations regarding
future events and speak only as of the date of this announcement.
Forward-looking statements involve significant risks and uncertainties,
should not be read as guarantees of future performance and will not
necessarily be accurate indications of whether or not, or the times at or
by which, events will occur. Actual performance may differ materially from
that expressed or implied in such statements. These statements rely on
assumptions which may or may not be realized. This announcement does not
constitute an offer to sell or an offer or the solicitation of an offer to
buy any securities.

28.07.2015 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language: English
Company: HeidelbergCement AG
Berliner Straße 6
69120 Heidelberg
Germany
Phone: [phone]
Fax: [phone]
E-mail: [e-mail]
Internet: www.heidelbergcement.com
ISIN: DE0006047004
WKN: 604700
Indices: DAX30
Listed: Regulated Market in Dusseldorf, Frankfurt (Prime Standard),
Munich, Stuttgart; Regulated Unofficial Market in Berlin,
Hamburg, Hanover

End of Announcement DGAP News-Service

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