HeidelbergCement in €2.3 Billion Capital Increase and €2.1 Billion Secondary Placement by Existing Shareholders

Cleary Gottlieb represented Deutsche Bank and Morgan Stanley as joint global coordinators and joint bookrunners and BNP Paribas as joint bookrunner in the offering of 62.5 million new shares of HeidelbergCement and approximately 57.2 million existing shares from the holdings of certain shareholders of HeidelbergCement.

The offering consisted of a private placement to qualified institutional investors of new shares (Reg S and 144A) and existing shares (Reg S only) of HeidelbergCement and a subsequent public rights offering of the new shares, each at an offer price and subscription price, as the case may be, of €37 per share. The first closing of the institutional offering took place on September 25, comprising approximately 93.5 per cent of the total number of shares sold. The remaining 6.5 per cent allocated to investors in the private placement subject to claw-back reflected the approximately 7.8 million new shares for which subscription rights were not assigned to the joint global coordinators prior to the first closing of the institutional offering. Approximately 7.7 million of these shares were subscribed for in the rights offering and, thus, were ultimately not available to investors in the institutional offering. The remaining 0.1 million shares were delivered to investors in the institutional offering in a deferred settlement on October 9, 2009.

The transaction does not only implement an innovative offering structure, with a total volume of €4.4 billion it is also the largest equity offering in Germany in recent years. The €2.3 billion capital increase also marks one of the largest rights offerings in Germany in more than five years and the third largest capital increase outside the financial sector in Europe in 2009 to date.

HeidelbergCement is the global market leader in aggregates and a prominent player in the fields of cement, concrete and other downstream activities, making it one of the world’s largest manufacturers of building materials. The company employs some 57,000 people at 2,600 locations in around 40 countries.