Compagnie de Saint-Gobain S.A. (ENXTPA:SGO) entered into a definitive agreement to acquire Fosroc International Ltd. for ?960 million on June 27, 2024. A cash consideration of ?960 million ($1,025 million) will be paid by Compagnie de Saint-Gobain S.A. As part of consideration, ?960 million ($1,025 million) is paid towards common equity of Fosroc International Ltd. Post completion of the acquisition, Fosroc will be consolidated into the High Performance Solutions segment. This acquisition will be fully financed in cash. The purchase price represents an acquisition multiple (before synergies) of approximately 11.3x FOSROC?s 2024E EBITDA of ?85.1097 million ($91 million), and a multiple of approximately 7.1x when including run-rate synergies of approximately ?50.5046 million ($54 million) in year 3.

Closing of the transaction is subject to customary conditions and is expected in first-half 2025. The Group will maintain a strong balance sheet with net debt / EBITDA remaining at the low end of the target range (1.5x to 2.0x) including the recently announced Bailey and CSR Limited acquisitions. The acquisition will create value by year 3 following the closing of the transaction and will be EPS (Earnings Per Share) accretive from year 1.

Morgan Stanley is acting as financial advisor, and Freshfields is acting as legal counsel to Saint-Gobain in connection with the transaction.