Third Lafarge Tender Offer is the Charm, Deal Completed

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Lafarge Group of Paris has consummated purchase on the remaining minority owned stock, totaling 46.8%, of Lafarge North America, closing the books on a tender offer that began in early February. As of May 16, Lafarge Group notified the Securities and Exchange Commission and New York Stock Exchange of deregistration and delisting of Lafarge NA shares. Lafarge Group maintains a NYSE listing under a American depository shares facility.

Lafarge Group of Paris upped the ante in late April, from $82/ to $85.50/share, in a tender offer for outstanding minority shares of Lafarge North America. Shortly after the announcement, members of a Lafarge NA special committee that had assembled to review the $82/ and $75/share offers (April 4, February 6) unanimously recommended that shareholders accept the $85.50 target. All Lafarge NA special committee members who own shares indicated they will tender their shares in the revised offer, which is effective through May 12. Lafarge NA's financial advisors, Merrill Lynch & Co. and The Blackstone Group L.P., have each rendered an opinion that the amended offer is fair from a financial point of view.

The $85.50/share figure represents a 33% premium over Lafarge NA's closing stock price on February 3, the last trading day before the tender offer. The initial $75/share offer for the 46.8% of Lafarge NA stock that Lafarge Group does not hold was met with tepid individual shareholder response and resistance from the special committee and union pension fund managers citing sizable Lafarge NA positions. On the New York Stock Exchange, where Lafarge NA and Lafarge Group both trade, shares in the former quickly eclipsed $80 after the $75/share tender offer. Lafarge Group then boosted the offer to $82/share, concluding last week that the $3.50/share increase was warranted. Lafarge NA shares traded throughout last week in the $85 range.

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