The “Autorité des Marchés Financiers” (AMF) has confirmed that the implementation of the merger of Ciments Français into its parent company Italcementi does not call for a prior public tender offer (“offre publique de retrait” or “OPR“).
Italcementi and Ciments Français have expressed their satisfaction with a decision which confirms their views on the project, which is made possible and drawn up in accordance with the recent laws relating to the European Directive on cross-border mergers.

The decision underline that the independent appraisers (“commissaires à la fusion”) and  the independent advisor, at this stage,  confirm  the fairness of the proposed merger ratio of 8.25 Italcementi ordinary shares for 1 Ciments Français ordinary share, after  recognition of the exceptional dividend proposed by the Board of Directors of Ciments Français.
 
This transaction, innovative for the European financial market, will be a quick and efficient way of addressing the very particular conditions of the current international economic situation and of snapping up potential development opportunities for the Group.

Once the AMF decision will become final and when all the documents necessary for the merger will be drawn up, the Boards of Directors of Ciments Français and Italcementi will meet in the next weeks to approve the merger project and convene their respective General Meetings.