FRANKFURT U.S. company Standard Industries has made a takeover offer for Braas Monier (BMSA.DE) valuing the roof tile maker at around 1.9 billion euros ($2.1 billion) including debt, which the German company rejected as too low.
Family-owned Standard Industries, which owns roofing companies Icopal and SGI and Siplast, said it would offer 25 euros in cash per share for Braas, a 15 percent premium over the stock's closing price before news of the planned offer emerged.
Braas Monier said the bid contained no control premium and significantly undervalued the company as it did not reflect the value of potential benefits.
Standard Industries co-CEO David Millstone said: "The purpose of this takeover is not to cut costs or jobs."
Millstone, speaking at a news conference in Frankfurt on Thursday, said the goal was to accelerate growth by combining efforts.
The deal would create a group with $5.1 billion of annual sales and 15,000 employees. It would combine Braas' focus on pitched roofing, used mostly for residential buildings, with Standard Industries' flat roofing products for commercial buildings in Europe.
Standard Industries which has 75 percent of its sales in the United States with the rest in Europe, has been shopping in Europe already this year. In January, it bought Danish rival Icopal for about 1 billion euros.
Braas shareholders 40N Latitude SPV-F Holdings, an investment vehicle of Standard Industries, and Monier Holdings, a consortium including Apollo, TowerBrook, York, have already agreed to tender their combined 40 percent of shares in Braas to Standard Industries.
Other investors are unwilling to sell at this level.
"We have no intention of selling our shares around current level and believe that Braas will be able to create significant value for their shareholders in the coming years," said Pieter Taselaar from Lucerne Capital, which owns 5 percent in Braas Monier.
Wellington Management Company, which owns 10 percent, has not yet declared whether it wants to accept the offer. The remainder of the shares are widely held.
Standard Industries said its offer, which is not conditional on a minimum acceptance level, was fully funded by available liquidity.
Standard Industries is being advised on the deal by corporate advisory boutique Moelis, while Rothschild is advising Braas Monier.
(Additional reporting by Maria Sheahan and Arno Schuetze; Editing by Victoria Bryan and Jane Merriman)