The boards of directors of Italcementi and Ciments Français, convened today, confirmed the favourable evaluation of the merger between the two companies, whose guidelines had been approved in principle on February 16, 2009 and in respect of which the French Autorité des Marchés Financiers (AMF) had confirmed, in a decision dated May 15, 2009, that a prior tender offer (offre publique de retrait) on the Ciments Français shares is not required.
However, the boards resolved to suspend taking the final decision concerning the approval of the merger agreement until a next meeting, to be convened no later than June 26, 2009, since discussions are still ongoing with US holders of notes issued by Ciments Français in 2002 and 2006 for total USD 500 millions. The companies and the noteholders disagree on their respective reading of the contractual clauses which determine or not the possibility to pursue the merger without the prior consent of the said investors.
Such suspension by the boards is aimed at verifying whether or not there is a possibility to reach a solution which is acceptable and, in any case, consistent with the rationale and purposes of the merger.
Italcementi and Ciments Français will promptly inform the market of any new decision regarding the merger.
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