Compagnie de Saint-Gobain S.A. (ENXTPA:SGO) entered into a definitive agreement to acquire GCP Applied Technologies Inc. (NYSE:GCP) from a group of shareholders for $2.4 billion on December 5, 2021. Pursuant to the terms of the agreement, GCP shareholders will be entitled to receive $32.00 in cash, without interest and subject to all applicable withholding taxes, for each share of GCP common stock owned. Saint-Gobain will finance the acquisition through cash on its balance sheet. Under the merger agreement, GCP may be required to pay to Compagnie de Saint-Gobain a termination fee of $71.0 million if the agreement is terminated under specified circumstances. The transaction is subject to approval from shareholders of GCP, antitrust approvals, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and satisfaction of other customary closing conditions. The transaction is unanimously approved by the Boards of Directors of Saint-Gobain and GCP. GCP Board recommends that the shareholders vote for the merger. SI Latitude SPV-D LLC and Standard Latitude Master Fund, managed by managed by Standard Investments LLC and Dalbergia Investments LLC entered into certain voting and support agreement. The special meeting of stockholders of GCP Applied Technologies is scheduled to be held on March 8, 2022. On March 8, 2022, GCP Applied's stockholders approved the proposal to adopt the merger agreement. In connection with the merger, on April 27, 2022, GCP filed a Notification and Report Form as required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice. On July 1, 2022, Eastern Time, the waiting period with respect to the Notification and Report Form under the HSR Act expired. The CMA announced the launch of its merger inquiry by notice to the parties on 26 July 2022 and has a deadline of 21 September 2022 for its phase 1 decision. Accordingly, the condition to the merger relating to the expiration or termination of the waiting period under the HSR Act has been satisfied. On September 22, 2022, the UK Competition and Markets Authority approved the merger. The transaction is expected to close in second half of 2022. As of December 7, 2021, the transaction is expected to close by year-end 2022. As of January 31, 2022, the transaction is expected to be completed in the second half of 2022. As of September 22, 2022, the transaction is expected to close on September 27, 2022. The transaction will be value accretive for Saint-Gobain after 3 years of completion.

Lazard and Citi are acting as financial advisors, and Joseph Halloum, Ethan Klingsberg, Olivier Rogivue, Raphael Darmon, Jenn Mellot, Mary Lehner, Martin McElwee, Frank Roehling, Laura Onkenand, Lori Goodman, Claude Stansbury, Mena Kaplan, Christine Lyon, Brock Dahl, Aimen Mir, Christine Laciak, Nabeel Yousef, Olivia Radin and Dave Almrothand of Freshfields Bruckhaus Deringer US LLP are acting as legal counsel to Saint-Gobain in connection with the transaction. RBC Capital Markets, LLC is acting as financial advisor and fairness opinion provider, and Bradley Faris, Jason Morelli, Tiffany Campion, Peter Labonski, Benjamin Stern, Diana Doyle, Matthew Conway, Nineveh Alkhas, Carrie Girgenti, Arthur Foerster, Meredith Monroe, Les Carnegie, Robert Blamires, Amanda Reeves and Hector Armengod of Latham & Watkins LLP are acting as legal counsel to GCP. Okapi Partners LLC acted as proxy solicitor to GCP for a fee of approximately $21,000, plus reasonable out-of-pocket expenses. RBC Capital Markets became entitled to a fee of $1.0 million upon the delivery of its opinion in connection with the merger with an additional transaction fee currently estimated to be approximately $13.5 million paid upon the closing of the merger, against which the fee RBC Capital Markets received for delivery of its opinion will be credited. Crofton, Scott B., Deutsch, Ivan D., Downes, Robert W., Hearn, Joseph A., Hurd, Matthew G., Shenker, and Joseph C. of Sullivan & Cromwell LLP acted as legal advisor to Standard Investments LLC in the transaction.

Compagnie de Saint-Gobain S.A. (ENXTPA:SGO) completed the acquisition of GCP Applied Technologies Inc. (NYSE:GCP) from a group of shareholders on September 27, 2022. GCP notified the NYSE that the Merger had been consummated and requested that the trading of the shares of Company Common Stock on the NYSE be suspended on the same day and that the listing of the shares of Company Common Stock on the NYSE be withdrawn on that day. In addition, GCP requested that the NYSE file with the SEC a notification on Form 25 to report the delisting of its shares from the NYSE and to deregister its shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). GCP intends to file with the SEC a Form 15 requesting the termination of registration of the Company Common Stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Section 13 and Section 15(d) of the Exchange Act. At the Effective Time, pursuant to the terms of the Merger Agreement, each of Peter Feld, Simon Bates, Janet Giesselman, Clay Kiefaber, Armand F. Lauzon, Marran Ogilvie, Andrew M. Ross, Linda Welty and Robert H. Yanker, each a director of GCP as of immediately prior to the Effective Time, ceased to be a director of GCP. At the Effective Time, pursuant to the terms of the Merger Agreement, each of Simon Bates, Craig Merrill, Michael Valente, David Campos, James Waddell and Sherry Mennenga, who were officers of GCP immediately prior to the Effective Time, ceased to be officers of GCP.