5 February 2002
Intended cash offer by Gruppo Dragados for HBG
GRUPO DRAGADOS, S.A. (“Grupo Dragados”) and HOLLANDSCHE BETON GROEP nv (“HBG”) jointly announce that the expectation is justified that agreement can be reached between Grupo Dragados and HBG about a cash offer to be launched by Grupo Dragados for all the ordinary shares of HBG and the subsequent integration of the activities of both companies.
Not for release, publication or distribution, in whole or in part, in or into Germany, the UK, the US, Canada, Australia or Japan. This announcement and related materials do not constitute an offer for HBG shares but an offer is expected to be made in due course as set out in this press release.
The transaction values HBG at approximately €756 million, based on a price of €21.25 per ordinary HBG share (including 2001 dividends), to be paid in cash.
The combined entity will retain the name Grupo Dragados and will be led by a Management Board with four members from each company and will be chaired by Mr. Santiago Foncillas, current Chairman of the Board of Directors of Grupo Dragados.
The proposed transaction will be an important step for the common goal of creating a European services and construction group with international capabilities and an increasing focus on higher value added services.
Grupo Dragados will become the 3rd largest construction and services player in Europe and will enter the attractive dredging market in a leading position through HBG's two-thirds stake in BHD.
Grupo Dragados will solidify its position as world leader in the growing concessions (PFI) market, will leverage HBG's strong local network to replicate its diversification into services and will increase its geographic scope to sell industrial projects.
The transaction will be earnings enhancing [pre-goodwill] for Grupo Dragados by more than 15% in the current year ending December 2002.
Madrid/ Rijswijk, 5 February 2002
Grupo Dragados, Spain's leading construction and services group and HBG, the Dutch construction and dredging group listed on Euronext Amsterdam, jointly announce Grupo Dragados’ intention to launch a cash offer for all the shares of HBG and thereafter proceed to the integration of the activities of both companies, in order to create a leading European construction and services group.