Gypsum industry news

Australia: Belgium-based Etex has hired financial services provider JP Morgan to help it buy Knauf’s Australian gypsum wallboard portfolio, valued at around US$293m. The Australian newspaper reports that Saint-Gobain and China National Building Material (CNBM) are also interested in the sale.

Knauf is divesting the assets to satisfy the Australian Competition and Consumer Commission’s fair play rules following its purchase of Boral’s stake in the USG-Boral gypsum wallboard joint venture for US$1.05bn. The companies have until September 2020 to finalise the transaction.

Australia: Knauf is reportedly looking for buyers for its business in Australia. The Royal Bank of Canada and PricewaterhouseCoopers have been helping the gypsum wallboard producer manage a potential sale, according to the Australian newspaper. The German company operates three wallboard plants in the country. They are thought to be worth up to US$200m.

Any such sale is likely to be related to Knauf’s acquisition of USG in 2019. The US-based company owns a 50% share in USG-Boral, which also operates wallboard plants in Australia. Boral said in April 2020 that it thought it unlikely that the Australian Competition and Consumer Commission (ACCC) would approve its plans for USG-Boral so far. If Knauf were able to sell its other assets in Australia then its options with USG-Boral are more likely to be accepted. Speculation has mounted in the local press about partial or full asset divestments by Knauf in Australia since the USG acquisition.

Australia: Boral has updated the market on its transaction with Knauf in relation to its USG Boral joint venture. On 19 March 2020, Boral announced that its view was that the Australian Competition and Consumer Commission (ACCC) was unlikely to approve the call option in relation to the Australian and New Zealand business. In further discussions between Boral and Knauf, it has now become clear that obtaining the necessary regulatory approvals required to allow the transaction to be implemented as signed in August 2019 is not achievable by the 30 June 2020 deadline. Other conditions to the transaction also remain outstanding.

As a result, Boral and Knauf will consider a range of potential options, with Boral’s objective being to target a cash neutral transaction rather than a transaction with a significant funding requirement for Boral. Discussions are at a preliminary stage and any revised transaction remains subject to agreement between Boral and Knauf, and ultimately will also require the approval of regulators including the ACCC and New Zealand Commerce Commission (NZCC). Given this, the company’s pre-existing US$400m acquisition bridge facility, put in place for the purpose of completing the transaction with Knauf, was allowed to lapse.

Australia: Boral, already dealing with financial difficulty even before the coronavirus pandemic, has withdrawn its full-year profit guidance and warned that it will likely have to re-work its complex wallboard buyout transaction with USG / Knauf. The US$441m deal, announced in August 2019 with Knauf will likely need to be changed, after the Australasian component of it attracted the attention of the Australian Competition and Consumer Commission (ACCC).

Under the complicated deal between USG Boral and Knauf, Boral was to pay US$200m for the other 50% of USG Boral that it did not already own in Australia, and US$241m for a 50% stake of the plasterboard joint venture in Asia. Knauf then had a call option to return to 50% ownership of the Australasian business within five years.

However, the ACCC is now looming as a roadblock. "As Boral and Knauf work with regulators as part of an ongoing process to obtain the relevant approvals, Boral's view now is that the ACCC is unlikely to approve the call option in relation to the Australian and New Zealand business," said Boral in a statement. This means a range of other options will be considered for the transaction.

Australia: Boral has announced that it is ‘considering a range of potential options’ regarding its planned resumption of 100% ownership of USG Boral Plasterboard from Germany-based Knauf in light of the fact that the Australian Competition and Consumer Commission (ACCC) is ‘unlikely to approve the call option in relation to the Australia and New Zealand business.’ The call option would have given Knauf the right to return to 50% ownership of USG Boral Plasterboard within five years. The ACCC’s likely intervention in the transaction is believed to have to do with Boral’s financial situation.

Australia: The Australian Competition and Consumer Commission (ACCC) has approved Knauf’s acquisition of USG subject to asset divestments. The ACCC’s review focused on competition for the supply of wallboard, joint plaster compounds and treatments, metal profiles, fixed and modular suspended ceilings and insulation.

USG has a presence in Australia through its USG-Boral joint venture, which the ACCC says competes with Knauf and with Armstrong World Industries. The commission requires Knauf to divest USG’s interest in the joint venture, either entirely or just in Australasia, to a buyer approved by the ACCC. If divestiture of the joint venture interest is not achieved within a certain period, Knauf has agreed to divest certain other assets.

“The transactions raised some significant concerns as it would lead to Knauf owning a 50% in the joint venture, which is a significant competitor in several markets, including markets with limited alternatives for customers,” said ACCC Commissioner Roger Featherston.

Each acquisition is subject to review by different international competition agencies given the global nature of the Knauf’s acquisition of USG.