Press release

Statement regarding Kingspan Group plc

Occasional information, Brussels, 16/04/2019 — 16:59 CET

Recticel NV announces that it has received today an unsolicited non-binding offer from Kingspan Group Plc to acquire Recticel’s Insulation division and Flexible Foams division for an enterprise value of EUR 700 million on a debt-free, cash-free basis and subject to further price adjustment mechanisms. Recticel has taken note of the press release issued by Kingspan.

Kingspan has indicated that it has entered into a back-to-back agreement with a third party for the disposal of all of the Flexible Foams business. Kingspan has not provided Recticel with any details, including but not limited to the identity, nature, rationale or consideration to be paid for the flexible foam business, in respect of this third party.

Kingspan’s non-binding offer is subject to due diligence satisfactory to Kingspan, agreement on transaction documentation (including a material adverse change clause) and obtaining anti-trust clearance.

Recticel’s Board of Directors will analyse the proposal in line with its fiduciary duty and update the market.

It is uncertain whether the proposal will result in an agreement to divest one or more divisions and if so, whether anti-trust clearance can be obtained.

In 2018, the Insulation division achieved combined sales of EUR 271.2 million with an Adjusted EBITDA of EUR 44.7 million, and the Flexible Foams division achieved combined sales of EUR 621.5 million with an Adjusted EBITDA of EUR 41.5 million.

 

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