James Hardie Industries Plc. · NYSE:JHX
James Hardie Industries — Merger or Acquisition (August 2009)
7 slides from James Hardie Industries's merger presentation, Aug 19, 2009
Slide 1: Extraordinary Information Meeting
Extraordinary Information Meeting 18 August 2009 Michael Hammes, Chairman
Slide 2: The Proposal
2 The Proposal is for James Hardie Industries NV to transform into a Dutch SE and then into an Irish SE - ie to move to Ireland The Proposal is to be implemented in two stages: Stage 1 is achieved by an upstream merger of a newly-formed Irish subsidiary into James Hardie Industries NV, resulting in
Slide 3: Key benefits of the Proposal
3 Allows key senior managers to spend more time with the company's operations and in its markets Provides greater certainty for James Hardie to obtain benefits under the current US/Ireland tax treaty than is the case under the US/Netherlands tax treaty Simplifies the company's governance to a single
Slide 4: Costs and tax associated with the Proposal
4 Associated with Stage 1 of the Proposal, James Hardie plans to exit its Financial Risk Reserve regime and also plans to move its intellectual property and financing activities from The Netherlands to entities tax resident in Ireland The total cost associated with the Proposal and the transfer of i
Slide 5: What does the Proposal mean for shareholders
5 Shareholders will continue to hold the same securities in the same entity, albeit with a slightly different name James Hardie will continue to be listed on the ASX Most shareholders1 will be able to receive distributions from Irish SE free from dividend withholding tax (currently subject to 15% Ne
Slide 6: Summary
6 Summary Review of domicile has been conducted over several years Other options were considered, however due to a number of factors and the complexity of operating in multiple jurisdictions many options were not considered viable or appropriate Moving the domicile to Ireland offers considerable ope
Slide 7: Disclaimer: Forward looking statements
Extraordinary Information Meeting 18 August 2009 Michael Hammes, Chairman Disclaimer: Forward looking statements This presentation, and other statements that James Hardie Industries N.V. (James Hardie) may make, including statements about the benefits of James Hardie’s transformation from a Dutch NV
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