Boral's recommendation to shareholders regarding SGH Offer

Boral Limited (ASX: $BLD) has released its second supplementary target's statement in response to the off-market takeover bid by Network Investment Holdings Pty Limited, a wholly owned subsidiary of Seven Group Holdings Limited, for all the ordinary shares in Boral. The Bid Response Committee of the Boral Board has re-considered its recommendation in light of recent developments, including an increase in SGH's interest in Boral to 78.8%, proposed changes to Boral governance arrangements, and a negotiated package of measures to enhance the value received by Boral Shareholders who accept the SGH Offer.

BRC's considerations and recommendation

The Bid Response Committee (BRC) has re-considered its recommendation in light of SGH's increased interest in Boral, proposed changes to Boral governance arrangements, and a negotiated package of measures to enhance the value received by Boral Shareholders who accept the SGH Offer. The BRC has unanimously recommended that Boral Shareholders accept the SGH Offer or sell their Boral Shares on-market. The BRC members who hold Boral Shares also intend to accept the SGH Offer or sell on-market in respect of all the Boral Shares they own or control.

Enhanced value for shareholders and BRC's outlook

The second supplementary target's statement outlines the increased cash component of the SGH Offer to $1.70 per share, a fully franked Boral dividend of 26 cents cash per share, and a potential on-market share buy-back. The BRC believes that the SGH Offer represents the most attractive outcome available to Boral Shareholders, particularly when measured against the risks of remaining as a minority shareholder now that SGH has a total interest of 78.8% in Boral. The BRC recommends that shareholders accept the SGH Offer or sell their shares on-market, citing the enhanced value proposition and the unlikelihood of a higher offer in the short term. The BRC has also considered the potential impact of SGH's increased ownership and ability to exert control over Boral, leading to the recommendation for shareholders to accept the SGH Offer or sell on-market.