EX-99.A.1.V 6 y17517exv99waw1wv.htm EX-99.A.1.V: LETTER TO CLIENTS FOR USE BY BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES EX-99.A.1.V
 

EXHIBIT (a)(1)(v)
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

 


 

Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
LAFARGE NORTH AMERICA INC.
at
$75.00 Net Per Share
by
EFALAR INC.
a wholly-owned subsidiary of
LAFARGE S.A.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, MARCH 20, 2006, UNLESS THE OFFER IS EXTENDED.
February 21, 2006
To Our Clients:
      Enclosed for your information is an Offer to Purchase, dated February 21, 2006 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with the Offer to Purchase, as amended or supplemented from time to time, collectively constitute the “Offer”), relating to the Offer by Efalar Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Lafarge S.A., a French société anonyme (“Parent”), to purchase all of the outstanding shares of common stock, par value $1.00 per share (the “Common Shares”), of Lafarge North America Inc., a Maryland corporation (the “Company”), at a price of $75.00 per Common Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase.
      We are the holder of record (directly or indirectly) of Common Shares held by us for your account. A tender of such Common Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal accompanying this letter is furnished to you for your information only and cannot be used by you to tender Common Shares held by us for your account.
      We request instructions as to whether you wish to tender any or all of the Common Shares held by us for your account, pursuant to the terms and conditions set forth in the Offer to Purchase.
      Your attention is directed to the following:
  1.  The offer price is $75.00 per Common Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase.
 
  2.  The Offer is being made for all of the outstanding Common Shares not already owned by Parent and its subsidiaries.
 
  3.  Concurrently with the Offer, Parent, through another of its wholly-owned subsidiaries, is offering to acquire all of the exchangeable preference shares (the “Exchangeable Preference Shares” and, such offer, the “EPS Offer”) of Lafarge Canada Inc. (“Lafarge Canada”). The Exchangeable Preference Shares are convertible into Common Shares on a 1-for-1 basis, subject to adjustment in accordance with their terms, and the per share offer price in the EPS Offer is the same as the per share price offered for the Common Shares in the Offer. That offer is subject to the


 

  conditions contained in the Offer to Purchase, and Parent will not consummate the acquisition of such Exchangeable Preference Shares unless Parent also consummates the acquisition of the Common Shares pursuant to the Offer.
 
  4.  The Offer is conditioned upon, among other things, (i) there being validly tendered and not withdrawn a number of Common Shares which, when taken together with the Exchangeable Preference Shares validly tendered and not withdrawn pursuant to the EPS Offer, will constitute at least a majority of the outstanding Common Shares and Exchangeable Preference Shares, taken together as a single class, as of the date the Common Shares are accepted for payment pursuant to the Offer, excluding Common Shares and Exchangeable Preference Shares beneficially owned by Parent and certain other persons as set forth in the Introduction of the Offer to Purchase (the “Minimum Tender Condition”) and (ii) there being validly tendered and not withdrawn a sufficient number of Common Shares such that, upon acceptance for payment and payment for the tendered Common Shares pursuant to the Offer (and taking into account any Exchangeable Preference Shares to be accepted for payment in the EPS Offer), Parent will, directly or through wholly-owned subsidiaries, own a number of Common Shares and Exchangeable Preference Shares representing at least 90% of the issued and outstanding Common Shares and Exchangeable Preference Shares, taken together as a single class, as of the date the Common Shares are accepted for payment pursuant to the Offer. The Minimum Tender Condition is not waivable. The Offer is also subject to certain other conditions set forth in the Offer to Purchase. See “THE OFFER — Section 11. Conditions to the Offer” of the Offer to Purchase.
 
  5.  The Offer and withdrawal rights will expire at 12:00 midnight, New York City time, on Monday, March 20, 2006 (the “Expiration Date”), unless Purchaser has extended the period of time during which the Offer is open, in which event the term “Expiration Date” shall mean the latest time and date at which the Offer, as so extended by Purchaser, shall expire.
 
  6.  Any stock transfer taxes applicable to the sale of Common Shares to Purchaser pursuant to the Offer will be paid by Purchaser, except as otherwise provided in Instruction 6 of the Letter of Transmittal.

      If you wish to have us tender any or all of the Common Shares held by us for your account, please so instruct us by completing, executing and returning to us in the enclosed envelope the instruction form set forth below. If you authorize the tender of your Common Shares, all such Common Shares will be tendered unless otherwise specified on the instruction form set forth below. Please forward your instructions to us in ample time to permit us to submit a tender on your behalf prior to the Expiration Date.
      Payment for Common Shares will be in all cases made only after such Common Shares are accepted by Purchaser for payment pursuant to the Offer and the timely receipt by Computershare Shareholder Services, Inc. (the “Depositary”) of (a) certificates for such Common Shares or a Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to such Common Shares, (b) a Letter of Transmittal, properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in the Offer to Purchase) in lieu of the Letter of Transmittal) and (c) any other documents required by the Letter of Transmittal. Accordingly, tendering shareholders may be paid at different times depending upon when certificates for Common Shares or Book-Entry Confirmations with respect to Common Shares are actually received by the Depositary. Under no circumstances will interest be paid on the purchase price for Common Shares, regardless of any extension of the Offer or any delay in payment for Common Shares.
      The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Common Shares in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. However, Purchaser may, in its sole discretion, take such action as it may deem necessary to make the Offer in any such jurisdiction and extend the Offer to holders of Common Shares in such jurisdiction. Neither Purchaser nor Parent is aware of any jurisdiction in which the making of the Offer or the acceptance of Common Shares in connection therewith would not be in compliance with the laws of such jurisdiction.

2


 

Instructions with Respect to the
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
LAFARGE NORTH AMERICA INC.
at
$75.00 Net Per Share
by
EFALAR INC.
a wholly-owned subsidiary of
LAFARGE S.A.
     The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated February 21, 2006 (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with the Offer to Purchase, as amended or supplemented from time to time, collectively constitute the “Offer”) in connection with the offer by Efalar Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Lafarge S.A., a French société anonyme (“Parent”), to purchase for cash all of the outstanding shares of common stock, par value $1.00 per share (the “Common Shares”), of Lafarge North America Inc., a Maryland corporation (the “Company”), at $75.00 per Common Share, net to the seller in cash, without interest thereon, upon the terms and conditions set forth in the Offer to Purchase.
     This will instruct you to tender the number of Common Shares indicated below (or if no number is indicated below, all Common Shares) that are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal.
     The undersigned understands and acknowledges that all questions as to validity, form and eligibility of the surrender of any certificate representing Common Shares submitted on my behalf to the Depositary will be determined by Purchaser (which may delegate power in whole or in part to the Depositary) and such determination shall be final and binding.
Number of Common Shares to Be Tendered: ________________________ Common Shares*
 
Sign Below
     

Account Number: ____________________________________________________
 
Signature(s): ____________________________________________________
 
 

Dated: _________________________________________ , 2006
   
 
Please Type or Print Name(s)
 
Please Type or Print Address(es) Here
 
Area Code and Telephone Number
 
Taxpayer Identification or Social Security Number(s)
 
Unless otherwise indicated, you are deemed to have instructed us to tender all Common Shares held by us for your account.
      Please return this form to the brokerage firm or other nominee maintaining your account.