Ciments Français
Merger project Italcementi - Ciments Français
Latest Developments - Exceptional Dividend
Deminor Investment Management1 (Deminor IM) has taken note of the decision of the board of directors of Ciments Français to distribute an exceptional dividend of €4,00 conditional on the closing of the merger with Italcementi.
Following the announcement on 17 February 2009 of the merger project between Ciments Français and Italcementi, Deminor IM had contacted the Autorité des Marchés Financiers (AMF) and had asked the French market regulator to take the necessary steps to preserve the rights and interests of the minority shareholders of Ciments Français confronted with this merger. Deminor IM has communicated its arguments to the AMF to support its case.
Deminor IM had also raised its concerns with the independent directors of Ciments Français, including on the share exchange ratio, and had insisted on the importance of the role played by the independent court-appointed auditors who have to review the fairness of such ratio. In the meantime, Deminor IM actively participated in the last shareholders meeting of Ciments Français during which the merger project was once more debated.
Deminor IM believes that the decision of the board of directors to distribute an exceptional dividend is an indication that the board is willing to react positively to the arguments put forward by Deminor IM. Deminor IM is satisfied to see that the steps taken as an active and responsible shareholder have led to
some results and that the board of directors has been responsive.
Deminor IM now awaits the opinion of the court-appointed auditors on the terms and conditions of the merger and on the fairness of the share exchange ratio, based on the latest developments.
Deminor IM hopes to also have additional information on other aspects related to the merger project and which are relevant for the minority shareholders of Ciments Français. Those aspects include the rights of minority shareholders of Italcementi, a company under Italian law, the governance of the group resulting from the merger and the dividend policy.
The AMF still has to take a decision. Its assessment of the transaction and of the implications on the rights and interests of minority shareholders should also take into account the aforementioned aspects which were raised by Deminor IM in its arguments communicated to the AMF. Since this is the first cross border merger in which a French listed company is involved, the decision of the AMF will certainly be considered as a precedent regarding the treatment of minority shareholders confronted with such a merger.
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Contacts:
Charles Demoulin
Fabrice Rémon
Phone: + 32 2 674 71 10 / +33 1 56 69 10 00
Deminor Investment Management
www.dagfund.com
1. Deminor IM is the fund manager of the Deminor Active Governance Fund, a shareholder of Ciments Français.