Simpson Thacher represented the Special Committee of the Board of Directors of Lafarge North America Inc., one of the largest formerly publicly traded construction materials providers in North America, in a $3.5 billion going-private cash tender offer by Lafarge S.A., its 53% stockholder, to acquire all of the shares of common stock of Lafarge North America and exchangeable preference shares of Lafarge Canada Inc., a subsidiary of Lafarge North America, not held by Lafarge S.A.
The tender offer, which was technically unsolicited, provided for an initial offer price of $75.00 per share, and had both a non-waivable majority of the minority condition and a waivable 90% tender condition. After a nearly three-month process (which included an interim increase to $82.00 per share), Lafarge S.A. and the Special Committee negotiated a final offer price of $85.50. As announced on May 15, 2006, Lafarge S.A. acquired in the tender offer 92.37% of the Lafarge North America common shares and Lafarge Canada exchangeable preference shares taken together as a single class, and shortly thereafter, Lafarge S.A. acquired 100% of Lafarge North America through a short-form merger.
The Simpson Thacher attorneys who worked on the transaction included Rob Spatt, Patrick Naughton, Christopher Lee, Jacob Kleinman, Piero Corigliano, Nentcho Nentchev, and Herbert Huang (Corporate); Paul Curnin, Peter Kazanoff, Zachary Feingold, Diane Curran, Julissa Reynoso, and Sean Bettinger-Lopez (Litigation); and Alvin Brown (Employee Benefits). Valuable assistance was also provided by Maria Abustan (Paralegal).