CertainTeed Gypsum & Ceiling USA, Inc. entered into a definitive agreement to acquire Continental Building Products, Inc. (NYSE:CBPX) for $1.3 billion on November 12, 2019. Under the terms of the agreement, CertainTeed Gypsum & Ceiling will pay $37 in cash for each share of Continental Building Products. The transaction represents an enterprise value of $1.4 billion for Continental Building Products. Compagnie de Saint-Gobain S.A. (ENXTPA:SGO), parent of CertainTeed Gypsum & Ceiling will largely finance the acquisition using the proceeds of €3.3 billion ($3.6 billion) divestments made by the Group. In case of termination of merger agreement, Continental Building Products will be required to pay CertainTeed Gypsum & Ceiling a termination fee of $40 million and CertainTeed Gypsum & Ceiling will be required to pay Continental Building Products a reverse termination fee of $75 million. The transaction represents a multiple (before synergies) of approximately 11.0x Continental Building Product’s 2019E adjusted EBITDA. Closing of the transaction is subject to Continental Building Products shareholders’ approval, U.S. antitrust approval and fulfillment of other customary closing conditions. The transaction has been unanimously approved by the Board of Directors of Compagnie de Saint-Gobain S.A. and by Continental Building Products’ Board of Directors. Continental Building Products will hold a special meeting of stockholders on January 29, 2020. As of January 30, 2020, Continental Building Products obtained shareholder approval for the transaction and the waiting period under the Hart-Scott-Rodino Act has been expired thereby satisfying the regulatory approval requirements under the merger agreement. The transaction is expected to close in the second half of 2020. As of January 30, 2020, transaction is expected to close on February 3, 2020. Saint-Gobain expects the transaction to be value creative by the third year following transaction close. Citigroup acted as financial advisor and fairness opinion provider and Jeffrey A. Chapman and Saee Muzumdar of Gibson, Dunn & Crutcher LL P acted as legal advisor for Continental Building Products, Inc. Lazard Ltd and Morgan Stanley acted as financial advisors and Pierre-Yves Chabert, Jim Langston, Glenn McGrory, Ken Reinker, Mark Nelson, Kathleen Bradish, Christian Fischoeder, Clotilde Le Roy, Michael Albano, Kathleen Emberger, Francesca Crooks, Richard Bidstrup, Beau Sterling, Duane McLaughlin, Corey Goodman, Anne-Sophie Coustel, Daniel Ilan, Claire Halleland and Jim Corsiglia of Cleary Gottlieb Steen & Hamilton LLP acted as legal advisors for Saint-Gobain. Continental Building Products will pay Citigroup a fee of $22 million, $2 million of which became payable upon delivery of Citi’s opinion. Shearman & Sterling is advising Citigroup Global Markets Inc. as financial advisor to Continental Building Products in its acquisition by Saint-Gobain. CertainTeed Gypsum & Ceiling USA, Inc. completed the acquisition of Continental Building Products, Inc. (NYSE:CBPX) on February 3, 2020. Concurrent with the closing, Continental Building submitted a written request to the New York Stock Exchange to cease trading of the common stock and to suspend the listing of the common stock. In connection with the consummation of transaction, following persons have been appointed as the officers, Mark A. Rayfield as President and Chief Executive Officer, James W. Bachmann as Vice President, Eric Placidet as Vice President and Chief Financial Officer, John J. Sweeney III as Vice President and Treasurer, Steven F. Messmer as Vice President - Tax, Najwa Khoury as Vice President - Marketing, Christopher Vockrodt as Vice President - Finance, David Briggs as Vice President - Sales, Bruce Major as Vice President - Operations, Michael Puleo as Secretary, Thomas Field, Craig Smith as Assistant Secretaries, Vincent DiNenna III and Vincent DiNenna III as Assistant Treasurers. Donald J. Melroy Assistant Treasurer.