EX-99.A.1.XVIII

EX-99.A.1.XVIII 2 y19490exv99waw1wxviii.htm EX-99.A.1.XVIII: SUPPLEMENT TO THE OFFER TO PURCHASE EX-99.A.1.XVIII

Exhibit (a)(1)(xviii)

Supplement

OFFER TO PURCHASE FOR CASH

All Outstanding Shares of Common Stock

LAFARGE NORTH AMERICA INC.

$82.00 Net Per Share

EFALAR INC.

a wholly-owned subsidiary of

LAFARGE S.A.

THE AMENDED OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, APRIL 28, 2006, UNLESS THE AMENDED OFFER IS EXTENDED.

The Amended Offer is conditioned upon, among other things, (i) there being validly tendered and not withdrawn a number of shares of common stock, par value $1.00 per share (the “Common Shares”), of Lafarge North America Inc. (the “Company”) which, when taken together with the Exchangeable Preference Shares (as defined in the INTRODUCTION to this Supplement) validly tendered and not withdrawn pursuant to the Amended EPS Offer (as defined in the INTRODUCTION to this Supplement), will constitute at least a majority of the outstanding Common Shares and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 Amended Offer, excluding Common Shares and Exchangeable Preference Shares beneficially owned by Lafarge S.A. and certain other persons as set forth in the INTRODUCTION to this Supplement (the “Minimum Tender Condition”) and (ii) there being validly tendered and not withdrawn a sufficient number of Common Shares such that, upon acceptance for payment and payment for the tendered Common Shares pursuant to the Amended Offer (and taking into account any Exchangeable Preference Shares to be accepted for payment in the Amended EPS Offer), Lafarge S.A. 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 Amended Offer. The Minimum Tender Condition is not waivable. The Amended Offer is also subject to certain other conditions set forth in this Supplement. See “THE OFFER — Section 11. Conditions to the Amended Offer” in this Supplement. You should read this entire Supplement and the Offer to Purchase carefully before deciding whether to tender your Common Shares.

None of the Securities and Exchange Commission, any state securities commission or the securities regulatory authority of any other jurisdiction has: (i) approved or disapproved of the Amended Offer; (ii) passed upon the merits or fairness of the Amended Offer; or (iii) passed upon the adequacy or accuracy of the disclosure in the Offer to Purchase or this Supplement. Any representation to the contrary is a criminal offense.

The Information Agent for the Amended Offer is:

The Dealer Managers for the Amended Offer are:

April 7, 2006

IMPORTANT

Any shareholder of the Company who desires to tender all or any portion of such shareholder’s Common Shares pursuant to the Amended Offer must do one of the following, as applicable: (a) complete and sign the original (yellow) or the revised (pink) Letter of Transmittal for the Amended Offer, which is enclosed with this Supplement to the Offer to Purchase, in accordance with the instructions contained in the Letter of Transmittal (having such shareholder’s signature on the Letter of Transmittal guaranteed if required by Instruction 1 to the Letter of Transmittal), mail or deliver the original (yellow) or revised (pink) Letter of Transmittal (or a manually executed facsimile thereof) (or, in the case of a book-entry transfer, an Agent’s Message (as defined herein) in lieu of the Letter of Transmittal) and any other required documents to Computershare Shareholder Services, Inc., the “Depositary” for the Amended Offer, and either deliver the certificates for such Common Shares to the Depositary along with the Letter of Transmittal (or a manually executed facsimile thereof) or tender such Common Shares by book-entry transfer by following the procedures described in “THE OFFER — Section 3. Procedure for Accepting the Amended Offer and Tendering Common Shares” in this Supplement, in each case on or prior to the Expiration Date (as defined herein) of the Amended Offer, or (b) request such shareholder’s broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such shareholder. Any shareholder of the Company with Common Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact that institution in order to tender such Common Shares pursuant to the Amended Offer.

Although the original (yellow) Letter of Transmittal and the original (blue) Notice of Guaranteed Delivery previously circulated with the Offer to Purchase refer only to the Offer to Purchase, shareholders using such documents to tender their Common Shares will nevertheless be deemed to be tendering pursuant to the Amended Offer and will receive the Amended Offer Price of $82.00 per Common Share described in this Supplement, if Common Shares are accepted for payment and paid for by Efalar Inc. (“Purchaser”), pursuant to the Amended Offer. Common Shares previously validly tendered and not withdrawn constitute valid tenders for purposes of the Amended Offer. Shareholders are not required to take any further action with respect to such tendered Common Shares in order to receive the Amended Offer Price if Common Shares are accepted for payment and paid for by Purchaser pursuant to the Amended Offer, except as may be required by the guaranteed delivery procedure if such procedure was utilized.

Any shareholder of the Company who desires to tender Common Shares pursuant to the Amended Offer and whose certificates representing such Common Shares are not immediately available, or who cannot comply in a timely manner with the procedures for tendering Common Shares by book-entry transfer, or who cannot deliver all required documents to the Depositary prior to the Expiration Date, may tender such Common Shares pursuant to the Amended Offer by following the procedures for guaranteed delivery described in “THE OFFER — Section 3. Procedure for Accepting the Amended Offer and Tendering Common Shares” in this Supplement.

Holders of Exchangeable Preference Shares wishing to tender such shares should follow the instructions in the separate materials sent to them along with this Supplement.

Questions and requests for assistance may be directed to the Information Agent or the Dealer Managers at their respective addresses and telephone numbers set forth on the back cover of this Supplement. Requests for additional copies of this Supplement, the Offer to Purchase, the revised (pink) Letter of Transmittal, the revised (green) Notice of Guaranteed Delivery, the Amended EPS Offer and other tender offer materials may also be directed to the Information Agent. A shareholder may also contact such shareholder’s broker, dealer, commercial bank or trust company for assistance.

TABLE OF CONTENTS


SUMMARY TERM SHEET			1
QUESTIONS AND ANSWERS ABOUT THE AMENDED TENDER OFFER			4
INTRODUCTION			7
SPECIAL FACTORS			10
1. Background			10
2. Purpose and Reasons for the Amended Offer; Plans for the Company After the Amended Offer and the Merger			10
3. Position of Parent and Purchaser Regarding Fairness of the Amended Offer and the Merger			10
4. Summary of JPMorgan and BNP Paribas Presentation to Parent’s Board of Directors			13
5. Certain Projected Company Financial Information			16
6. Effects of the Amended Offer and the Merger			16
7. Conduct of the Company’s Business if the Amended Offer is not Completed			16
8. Dissenters’ Appraisal Rights; Rule 13e-3			17
9. Transactions and Arrangements Concerning the Common Shares and Exchangeable Preference Shares			17
10. Related Party Transactions; Certain Transactions Between Parent and the Company			17
THE OFFER			18
1. Terms of the Amended Offer			18
2. Acceptance for Payment and Payment for Common Shares			18
3. Procedure for Accepting the Amended Offer and Tendering Common Shares			18
4. Withdrawal Rights			18
5. Material United States Federal Income Tax Consequences of the Amended Offer			19
6. Price Range of Shares; Dividends			19
7. Certain Information Concerning the Company			20
8. Certain Information Concerning Purchaser and Parent			20
9. Source and Amount of Funds			20
10. Dividends and Distributions			20
11. Conditions to the Amended Offer			21
12. Effect of the Amended Offer on the Market for the Common Shares; NYSE and TSX Quotation; Exchange Act Registration and Margin Regulations			24
13. Certain Legal Matters; Regulatory Approvals			24
14. Fees and Expenses			26
15. Miscellaneous			27

SUMMARY TERM SHEET

This summary term sheet highlights important and material information contained in this Supplement but is intended to be an overview only. To fully understand the Amended Offer described in this document, and for a more complete description of the terms of the Amended Offer, you should read carefully this entire Supplement along with the original Offer to Purchase, dated February 21, 2006, as amended, the schedules and exhibits to this Supplement and the original Offer to Purchase, the documents incorporated by reference or otherwise referred to herein and in the original Offer to Purchase and the revised (pink) Letter of Transmittal. Section and heading references are included to direct you to a more complete description of the topics contained in this summary term sheet.


	•	Lafarge S.A. (“Parent”) has amended its offer, through Efalar Inc. (“Purchaser”), a wholly-owned subsidiary of Parent incorporated in Delaware, to acquire all of the shares of common stock, par value $1.00 per share, of Lafarge North America Inc. (the “Company”) not owned by Parent and its subsidiaries, by increasing the offer price to $82.00 per share in cash, without interest, upon the terms and subject to the conditions set forth in this Supplement, the original Offer to Purchase and the revised (pink) Letter of Transmittal provided with this Supplement. All shareholders whose shares of Company common stock are validly tendered, not withdrawn and accepted for payment (including shares tendered prior to the date of this Supplement) will receive the increased offer price even if such shareholders have previously tendered their shares and take no further action. See the “INTRODUCTION” and “THE OFFER — Section 1. Terms of the Amended Offer” in this Supplement. Concurrently with this amended offer to purchase all of the shares of common stock of the Company, Parent, through another of its wholly-owned subsidiaries, is offering to acquire all of the exchangeable preference shares of Lafarge Canada Inc. (“Lafarge Canada”), a wholly-owned subsidiary of the Company, at the same increased per share price being offered for the common stock of the Company. That offer is subject to the conditions contained in this amended offer and Parent will not consummate the acquisition of such exchangeable preference shares unless Parent also consummates the acquisition of the common shares of the Company pursuant to this tender offer.

	•	Parent currently owns, directly and through its 100% ownership interest in subsidiaries of Parent, approximately 55.4% of the outstanding shares of Company common stock, 10.7% of the outstanding exchangeable preference shares of Lafarge Canada and 53.2% of the outstanding shares of common stock of the Company and exchangeable preference shares of Lafarge Canada taken together as a single class. For a more detailed discussion of Parent’s ownership interests in the Company and Lafarge Canada see the “INTRODUCTION” to this Supplement.

	•	The expiration date of the Amended Offer is 12:00 midnight, New York City time, on Friday, April 28, 2006, unless such date is extended further. See “THE OFFER — Section 1. Terms of the Amended Offer” in this Supplement.

	•	The amended offer is conditioned upon, among other things:


	•	there being validly tendered and not withdrawn a number of shares of Company common stock which, when taken together with the exchangeable preference shares of Lafarge Canada validly tendered and not withdrawn in the amended exchangeable preference share offer, will constitute at least a majority of the outstanding shares of Company common stock and exchangeable preference shares of Lafarge Canada, taken together as a single class, as of the date the shares of Company common stock are accepted for payment pursuant to the amended offer, excluding shares of Company common stock and exchangeable preference shares of Lafarge Canada beneficially owned by Parent and certain other persons as set forth in the “INTRODUCTION” to this Supplement, which we refer to as the “minimum tender condition;” and

	•	there being validly tendered and not withdrawn a sufficient number of shares of Company common stock such that, upon acceptance for payment and payment for the tendered shares of Company common stock pursuant to the amended offer (and taking into account any

exchangeable preference shares of Lafarge Canada to be accepted for payment in the amended exchangeable preference share offer), Parent will, directly or indirectly through wholly-owned subsidiaries, own a number of shares of Company common stock and exchangeable preference shares of Lafarge Canada representing at least 90% of the issued and outstanding shares of Company common stock and exchangeable preference shares of Lafarge Canada, taken together as a single class, as of the date the shares of Company common stock are accepted for payment pursuant to the amended offer.


	The minimum tender condition is not waivable. See “THE OFFER — Section 11. Conditions to the Amended Offer” in this Supplement for a complete description of all conditions to the amended offer.


	•	Parent and Purchaser expect to have sufficient funds to purchase the common shares of the Company tendered and to complete the merger. The amended offer price of $82.00 per share implies a total value of approximately $3.3 billion for all of the common shares of the Company and exchangeable preference shares of Lafarge Canada not owned by Parent, including shares obtainable pursuant to the exercise of options and warrants. In order to finance the offer and related transactions, Parent has entered into a $2,800,000,000 credit agreement with J.P. Morgan plc and BNP Paribas. Pursuant to the terms of the $2,800,000,000 Credit Facility, Parent obtained the consent of BNP Paribas and J.P. Morgan plc to increase the price offered to shareholders in the tender offer from $75.00 per share to $82.00 per share. In addition, Parent expects to borrow under an existing € 1,850,000,000 credit facility agreement with a syndicate of banks. The ability of Parent to borrow under each of these facilities is subject to customary conditions. Parent and Purchaser expect that the funds available pursuant to these arrangements will be sufficient to consummate the tender offer. The tender offer is not conditioned on obtaining these funds. See “THE OFFER — Section 9. Source and Amount of Funds” in this Supplement.

	•	If the amended offer is completed, Parent will cause Purchaser and the Company to merge pursuant to a “short-form” merger, unless it is not lawful to do so. Under Section 3-106 of the Maryland General Corporation Law and Section 253 of the Delaware General Corporation Law, Purchaser may effect a “short-form” merger without the affirmative vote of the Company’s shareholders if Purchaser owns at least 90% of the securities entitled to vote with respect to a merger. See “SPECIAL FACTORS — Section 6. Effects of the Amended Offer and the Merger” in this Supplement.

	•	After the merger:


	•	Parent would own directly or indirectly all of the equity interests in the Company;

	•	the Company’s current minority shareholders would no longer have any interest in the Company’s future earnings or growth;

	•	the Company’s common stock would no longer trade on the New York Stock Exchange and the Toronto Stock Exchange; and

	•	the Company’s financial statements may no longer be publicly available.

See “THE OFFER — Section 12. Effect of the Amended Offer on the Market for the Common Shares; NYSE and TSX Quotation; Exchange Act Registration and Margin Regulations” in this Supplement.


	•	The tender offer commenced without obtaining the prior approval or recommendation of the Company’s board of directors. Neither the approval nor the recommendation of the Company’s board of directors is required under applicable law for this tender offer transaction to be commenced or completed. See the “INTRODUCTION” in this Supplement.

	•	Position of the Company with respect to the amended offer:


	•	The special committee of the Company’s board of directors has not yet taken a position with respect to the amended offer.


	•	Position of the Company with respect to the original offer:


	•	The Company filed a “Solicitation/Recommendation Statement” on Schedule 14D-9 with the SEC on March 6, 2006 stating that at that time the special committee of its board of directors was unable to take a position with respect to the original offer; thereafter, on March 24, 2006, the Company issued a press release and filed with the SEC Amendment No. 2 to the “Solicitation/Recommendation Statement” on Schedule 14D-9 stating that the original offer is inadequate and not in the best interests of the shareholders of the Company, other than Parent and its affiliates, and recommending that the shareholders of the Company reject the original offer and not tender their shares.


	•	Shareholders who sell their shares of Company common stock in the tender offer will, if the tender offer is completed, receive cash for their shares sooner than shareholders who wait for the merger.

	•	Appraisal rights are not available in connection with the amended offer, and will not be available in connection with the merger.

	•	Parent and Purchaser both believe that the tender offer and the subsequent “short-form merger” are fair to the shareholders of the Company who are unaffiliated with Parent and Purchaser.


	•	Parent and Purchaser believe that the price being offered in the tender offer and that unaffiliated shareholders will receive in the merger is fair based on a number of factors, including: that this price represents a premium over historical trading levels of the Company’s common stock; that the Company’s common stock was trading at close to an all time high at the time the tender offer was announced; the analyses contained in the presentation provided by JPMorgan and BNP Paribas and described in the original Offer to Purchase and in the supplement to that presentation described in “SPECIAL FACTORS — Section 4. Summary of JPMorgan and BNP Paribas Presentation to Parent’s Board of Directors” in this Supplement; that the tender offer will provide an opportunity for the unaffiliated shareholders of the Company to sell their shares of Company common stock without incurring typical transaction costs; that the consideration in the tender offer and the merger is entirely cash; and that the tender offer and the merger will provide additional liquidity to the unaffiliated shareholders of the Company.

	•	Parent and Purchaser also believe that the corporate process by which the tender offer and the merger are being pursued is fair to the unaffiliated shareholders based on a number of factors, including: that the minimum tender condition is not waivable and amounts to a “public referendum” on the tender offer; that each unaffiliated shareholder will be able to decide voluntarily whether or not to tender and all shareholders that do not tender will receive the same consideration in the merger (if the merger is completed) as in the tender offer; and that the special committee of the board of directors of the Company has retained financial and legal advisors to assist it in reviewing and making a recommendation with respect to the tender offer.

See “SPECIAL FACTORS — Section 3. Position of Parent and Purchaser Regarding Fairness of the Amended Offer and the Merger” in this Supplement.

QUESTIONS AND ANSWERS ABOUT THE AMENDED TENDER OFFER

Parent, through Purchaser, is offering to purchase all of the issued and outstanding shares of common stock of the Company not owned by Parent or its subsidiaries at an increased price of $82.00 per share in cash, without interest, upon the terms and subject to the conditions described in this Supplement, the original Offer to Purchase and the revised (pink) Letter of Transmittal provided with this Supplement. The following are some of the questions you, as a shareholder of the Company, may have and answers to those questions. We urge you to read carefully this entire Supplement along with the original Offer to Purchase, as amended, the schedules and exhibits to this Supplement and the original Offer to Purchase, the documents incorporated by reference or otherwise referred to herein and in the original Offer to Purchase and the revised (pink) Letter of Transmittal because the information in these questions and answers is not complete and is intended to be only an overview. Additional important information is contained in the remainder of this Supplement, the original Offer to Purchase and the revised (pink) Letter of Transmittal.

Who is offering to buy my shares?

Purchaser is offering to purchase your shares of Company common stock. Purchaser is a Delaware corporation and a wholly-owned subsidiary of Parent. See “THE OFFER — Section 8. Certain Information Concerning Purchaser and Parent” in this Supplement.

Why is Purchaser amending its tender offer?

Purchaser is amending its tender offer to increase the offer price from $75.00 per share to $82.00 per share, in cash. The increased offer price represents an increase of 9.3% over the original $75.00 per share tender offer price, a premium of approximately 27.6% to the closing price of $64.25 for the Company’s common stock on February 3, 2006, the last trading day before the Company announced its intention to commence the Original Offer, and a premium of approximately 43.2% to the average closing price of $57.27 for the Company’s common stock during the three months prior to February 3, 2006. You should obtain a recent quotation for shares of Company common stock in deciding whether to tender your shares in the amended offer.

Has the expiration date of the tender offer been changed?

Yes. The expiration date of the amended offer is 12:00 midnight, New York City time, on Friday, April 28, 2006, unless further extended. See “THE OFFER — Section 1. Terms of the Offer” in this Supplement.

If I already tendered my shares in the original offer, do I have to do anything now?

No. Company shareholders do not have to take any action regarding any shares previously validly tendered and not withdrawn. If the amended offer is completed, these shares will be accepted for payment and such shareholders will receive the amended offer price of $82.00 per share.

What are the most significant conditions to the amended offer?

We are not obligated to accept for payment or to purchase any shares that are validly tendered unless:


	•	that number of shares of Company common stock validly tendered and not withdrawn, when taken together with the exchangeable preference shares of Lafarge Canada validly tendered and not withdrawn in the amended exchangeable preference share offer, constitutes at least a majority of the outstanding shares of Company common stock and exchangeable preference shares of Lafarge Canada, taken together as a single class, as of the date the shares of Company common stock are accepted for payment pursuant to the amended offer, excluding shares of Company common stock and exchangeable preference shares of Lafarge Canada beneficially owned by Parent and certain

other persons as set forth in the “INTRODUCTION” to this Supplement (which we call the “minimum tender condition”); and

• there have been validly tendered and not withdrawn a sufficient number of shares of Company common stock such that, upon acceptance for payment and payment for the tendered shares of Company common stock in the amended offer (and taking into account any exchangeable preference shares of Lafarge Canada to be accepted for payment pursuant to the amended exchangeable preference share offer), Parent will, directly or through wholly-owned subsidiaries, own a number of shares of Company common stock and exchangeable preference shares of Lafarge Canada representing at least 90% of the issued and outstanding shares of Company common stock and exchangeable preference shares of Lafarge Canada, taken together as a single class, as of the date the shares of Company common stock are accepted for payment pursuant to the tender offer.

The minimum tender condition is not waivable.

The tender offer is also subject to a number of other conditions described below in this Supplement. We do not believe that we need to obtain any material antitrust, regulatory or other governmental approvals, consents or clearances in order to complete this amended offer. For a complete description of all conditions to which the amended offer is subject, see “THE OFFER — Section 11. Conditions to the Amended Offer” in this Supplement.

Do you think that the amended offer and the merger are fair to the shareholders of the Company that are not affiliated with Parent and Purchaser?

Yes. Parent and Purchaser believe that the tender offer and the subsequent “short-form merger” are fair to the shareholders of the Company that are not affiliated with Parent and Purchaser.

Parent and Purchaser believe that the price being offered in the tender offer and that unaffiliated shareholders will receive in the merger is fair based on a number of factors, including: that this price represents a premium over historical trading levels of the Company’s common stock; that the Company’s common stock was trading at close to an all time high at the time the tender offer was announced; the analyses contained in the presentation provided by JPMorgan and BNP Paribas and described in the original Offer to Purchase and the supplement to that presentation described in “SPECIAL FACTORS — Section 4. Summary of JPMorgan and BNP Paribas Presentation to Parent’s Board of Directors” in this Supplement; that the tender offer will provide the unaffiliated shareholders of the Company an opportunity to sell their shares of Company common stock without incurring typical transaction costs; that the consideration in the tender offer and the merger is entirely cash; and that the tender offer and the merger will provide additional liquidity to the unaffiliated shareholders of the Company.

Parent and Purchaser also believe that the corporate process by which the tender offer and the merger are being pursued is fair to the unaffiliated shareholders based on a number of factors, including: that the minimum tender condition is not waivable and amounts to a “public referendum” on the tender offer; that each unaffiliated shareholder will be able to decide voluntarily whether or not to tender and all shareholders that do not tender will receive the same consideration in the merger (if the merger is completed) as in the tender offer; and that the special committee of the board of directors of the Company has retained financial and legal advisors to assist it in reviewing and making a recommendation with respect to the tender offer.

See “SPECIAL FACTORS — Section 3. Position of Parent and Purchaser Regarding Fairness of the Amended Offer and the Merger” in this Supplement.

What does the Company’s Board of Directors recommend regarding the tender offer?

The tender offer commenced without obtaining the prior approval or recommendation of the Company’s board of directors. Neither the approval nor the recommendation of the Company’s board of directors is required under applicable law for the tender offer to be commenced or completed. See the “INTRODUCTION” to this Supplement.


	•	Position of the Company with respect to the amended offer:


	•	The special committee of the Company’s board of directors has not yet taken a position with respect to the amended offer.


	•	Position of the Company with respect to the original offer:


	•	The Company filed a “Solicitation/ Recommendation Statement” on Schedule 14D-9 with the Securities and Exchange Commission on March 6, 2006 stating that at that time the special committee of its board of directors was unable to take a position with respect to the original offer; thereafter, on March 24, 2006, the Company issued a press release and filed with the Securities and Exchange Commission Amendment No. 2 to the “Solicitation/ Recommendation Statement” on Schedule 14D-9 stating that the original offer is inadequate and not in the best interests of the shareholders of the Company, other than Parent and its affiliates, and recommending that the shareholders of the Company reject the original offer and not tender their shares.

What is the market value of my shares as of a recent date?

On February 3, 2006, the last trading day before we announced our intention to commence the original offer, the per share closing price of Company common stock as reported on the New York Stock Exchange was $64.25. On February 17, 2006, the last trading day before we commenced the original offer, the per share closing price of Company common stock as reported on the New York Stock Exchange was $82.35. On April 3, 2006, the last trading day before we announced our intention to commence the amended offer, the per share closing price of Company common stock as reported on the New York Stock Exchange was $84.36. On April 6, 2006, the last trading day before we commenced the amended offer, the per share closing price of Company common stock as reported on the New York Stock Exchange was $85.19. We encourage you to obtain a recent quotation for your shares of Company common stock. See “THE OFFER — Section 6. Price Range of the Shares; Dividends” in this Supplement.

Who can I talk to if I have questions about the Amended Offer?

You may call Innisfree M&A Incorporated at (877) 825-8730 (toll free) for English speakers or (877) 825-8777 (toll free) for French speakers. Innisfree is acting as the information agent for the tender offer. You may also call J.P. Morgan Securities Inc. at (800) 488-6809 (toll free) and BNP Paribas Securities Corp. at (212) 841-3204. J.P. Morgan Securities Inc. and BNP Paribas Securities Corp. are acting as the dealer managers for the tender offer. See the back cover of this Supplement for additional contact information.

To All Holders of Common Stock of the Company:

INTRODUCTION

The following information amends and supplements the Offer to Purchase, dated February 21, 2006, of Purchaser, as amended by certain amendments to the Schedule TO filed with the Securities and Exchange Commission (the “SEC”) by Parent (the “Offer to Purchase”). Purchaser hereby offers to purchase all the issued and outstanding shares of common stock, par value $1.00 per share (the “Common Shares”), of the Company, other than Common Shares owned by Parent or its subsidiaries, at an increased price of $82.00 per Common Share (the “Amended Offer Price”), in cash, without interest, upon the terms and subject to the conditions set forth in this Supplement to the Offer to Purchase (this “Supplement”) and the revised (pink) Letter of Transmittal provided with this Supplement (which, as amended or supplemented from time to time, collectively constitute the “Amended Offer”).

Concurrently with this Amended Offer, Parent, through another of its wholly-owned subsidiaries (“Canadian Merger Sub”), is offering to acquire all of the exchangeable preference shares (the “Exchangeable Preference Shares” and, such offer, the “Amended EPS Offer”) of Lafarge Canada. The Exchangeable Preference Shares are exchangeable 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 Amended EPS Offer is the same as the Amended Offer Price. The Amended EPS Offer is subject to the conditions contained in this Amended Offer, 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 Amended Offer. See “THE OFFER — Section 1. Terms of the Offer” in this Supplement.

Tendering shareholders who are the record owners of Common Shares will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 6 of the revised (pink) Letter of Transmittal, stock transfer taxes on the purchase of Common Shares by Purchaser pursuant to the Amended Offer. Shareholders who hold their Common Shares through a bank or broker should check with such institution as to whether the institution will charge any service fees. However, if you fail to complete and sign IRS Form W-9, you may be subject to a required backup federal income tax withholding of 28% of the gross proceeds payable in the Amended Offer. See “THE OFFER — Section 3. Procedure for Accepting the Amended Offer and Tendering Common Shares” and “THE OFFER — Section 5. Material United States Federal Income Tax Consequences of the Amended Offer” in this Supplement. Parent and Purchaser will pay all charges and expenses of J.P. Morgan Securities Inc. (“JPMorgan”) and BNP Paribas Securities Corp. (“BNP Paribas” and, together with JPMorgan, the “Dealer Managers”), Computershare Shareholder Services, Inc. (the “Depositary”) and Innisfree M&A Incorporated (the “Information Agent”) incurred in connection with the Amended Offer and in accordance with the terms of the agreements entered into by and between Purchaser and/or Parent and each such person. See “THE OFFER — Section 14. Fees and Expenses” in this Supplement.

Except as otherwise expressly set forth in this Supplement and in the revised (pink) Letter of Transmittal, the terms and conditions previously set forth in the Offer to Purchase remain applicable in all respects to the Amended Offer. This Supplement should be read carefully in conjunction with the Offer to Purchase and the revised (pink) Letter of Transmittal. Capitalized terms used herein and not otherwise expressly defined shall have the meanings set forth in the Offer to Purchase. As used herein, the term “Original Offer” shall mean Parent’s and Purchaser’s original offer to purchase the Common Shares at $75.00 per share pursuant to the Offer to Purchase.

Procedures for tendering Common Shares are set forth in “THE OFFER — Section 3. Procedure for Accepting the Amended Offer and Tendering Common Shares” in this Supplement. Tendering shareholders may continue to use the original (yellow) Letter of Transmittal and the original (blue) Notice of Guaranteed Delivery previously circulated with the Offer to Purchase, or they may use the revised (pink) Letter of Transmittal and the revised (green) Notice of Guaranteed Delivery circulated with this Supplement. Although the original (yellow) Letter of Transmittal and the original (blue) Notice of Guaranteed Delivery previously circulated with the Offer to Purchase refer only to the Original Offer,

shareholders using such documents to tender their Common Shares will nevertheless be deemed to be tendering pursuant to the Amended Offer and will receive the Amended Offer Price described in this Supplement if Common Shares are accepted for payment and paid for by Purchaser pursuant to the Amended Offer.

Common Shares previously validly tendered and not withdrawn constitute valid tenders for purposes of the Amended Offer. Shareholders are not required to take any further action with respect to such Common Shares in order to receive the Amended Offer price if Common Shares are accepted for payment and paid for by Purchaser pursuant to the Amended Offer, except as may be required by the guaranteed delivery procedure if such procedure was utilized. See “THE OFFER — Section 4. Withdrawal Rights” in this Supplement for the procedures for withdrawing Common Shares tendered pursuant to the Amended Offer.

THE AMENDED 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 AMENDED 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 AMENDED OFFER, EXCLUDING COMMON SHARES AND EXCHANGEABLE PREFERENCE SHARES BENEFICIALLY OWNED BY PARENT AND CERTAIN OTHER PERSONS, AS SET FORTH BELOW (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 AMENDED OFFER (AND TAKING INTO ACCOUNT ANY EXCHANGEABLE PREFERENCE SHARES TO BE ACCEPTED FOR PAYMENT IN THE AMENDED 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 AMENDED OFFER (THE “90% CONDITION”). THE MINIMUM TENDER CONDITION IS NOT WAIVABLE. THE AMENDED OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS DESCRIBED IN “THE OFFER — SECTION 11. CONDITIONS TO THE AMENDED OFFER” IN THIS SUPPLEMENT.

The purpose of the Amended Offer is to acquire for cash as many outstanding Common Shares not owned by Parent and Purchaser as possible as a first step in acquiring the entire equity interest in the Company. If the Amended Offer is completed and Parent holds, directly or through wholly-owned subsidiaries, at least 90% of the issued and outstanding Common Shares and Exchangeable Preference Shares, taken together as a single class, Parent will cause the “short-form” merger of Purchaser and the Company (the “Merger”) in accordance with the applicable provisions of the Maryland General Corporation Law (the “MGCL”) and the Delaware General Corporation Law (the “DGCL”), unless it is not lawful to do so. The Merger would be effected without a vote of the shareholders of the Company. In the Merger, each then issued and outstanding Common Share (other than Common Shares held by Purchaser or Parent) will be converted into and represent the right to receive the Amended Offer Price. See “SPECIAL FACTORS — Section 2. Purpose and Reasons for the Amended Offer; Plans for the Company After the Amended Offer and the Merger” in this Supplement.

If, after the Amended Offer is completed but prior to the completion of the Merger, the aggregate beneficial ownership by Parent and Purchaser of the outstanding Common Shares should fall below 90% for any reason, if Purchaser waives the 90% Condition or if the Amended Offer is not completed for any reason (including a failure to satisfy the Minimum Tender Condition), Purchaser may decide to acquire additional Common Shares and/or Exchangeable Preference Shares on the open market or in privately

negotiated transactions to the extent required for the beneficial ownership interest of Purchaser and Parent to equal or exceed 90% of the Common Shares and Exchangeable Preference Shares, taken together as a single class. Any such purchases would be made at market prices or privately negotiated prices at the time of purchase, which may be higher or lower than, or the same as, the Amended Offer Price. For a discussion of other actions that Parent and Purchaser may take if the Amended Offer is not completed, see “SPECIAL FACTORS — Section 7. Conduct of the Company’s Business if the Amended Offer Is Not Completed” in this Supplement.

The board of directors of the Company has not been asked by Parent or Purchaser to approve or recommend the Amended Offer. Under applicable law, no approval or recommendation by the Company’s board is necessary for Parent and Purchaser to commence or complete the Amended Offer. The special committee of the Company’s board of directors has not taken a position with respect to the Amended Offer. With respect to the Original Offer, the Company filed a “Solicitation/ Recommendation Statement” on Schedule 14D-9 with the SEC on March 6, 2006 stating that at that time the special committee of its board of directors was unable to take a position with respect to the Original Offer; thereafter, on March 24, 2006, the Company issued a press release and filed with the SEC Amendment No. 2 to the “Solicitation/ Recommendation Statement” on Schedule 14D-9 stating that the Original Offer is inadequate and not in the best interests of the shareholders of the Company, other than Parent and its affiliates, and recommending that the shareholders of the Company reject the Original Offer and not tender their shares.

This Supplement, the Offer to Purchase and the documents incorporated by reference in this Supplement and the Offer to Purchase include certain forward-looking statements. These statements appear throughout this Supplement and the Offer to Purchase and include statements regarding the intent, belief or current expectations of Parent and Purchaser, including statements concerning Parent’s and Purchaser’s plans with respect to the Common Shares or their actions if they do not complete the Amended Offer and/or the Merger. Such forward-looking statements are not guarantees of future performance or events and involve risks and uncertainties. Actual results may differ materially from those described in such forward-looking statements as a result of various factors. Factors that might affect such forward-looking statements include:


	•	whether the conditions to the Amended Offer will be satisfied;

	•	following the completion of the Amended Offer and the consummation of the Merger, the ability to integrate successfully the Company into Parent’s operations;

	•	general economic, capital market and business conditions;

	•	competitive factors in the industries and markets in which each of the Company and Parent operates and general industry trends;

	•	the effect of war, terrorism or catastrophic events;

	•	changes in government regulation;

	•	changes in tax law requirements, including tax rate changes, new tax laws and revised tax law interpretations; and

	•	the ability of Parent to execute fully on its business strategy after taking the Company private, including future expenditures on capital projects.

The information contained in this Supplement and the Offer to Purchase concerning the Company was supplied by the Company or obtained from publicly available sources.

THIS SUPPLEMENT, THE OFFER TO PURCHASE AND THE REVISED (PINK) LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE AMENDED OFFER.

SPECIAL FACTORS


1.	Background

The discussion set forth in “SPECIAL FACTORS — Section 1. Background” in the Offer to Purchase is hereby amended and supplemented with the information concerning the position of the Company with respect to the Original Offer and the Amended Offer and Merger contained in the “INTRODUCTION” to this Supplement. Such discussion is also supplemented as follows:

On April 3, 2006, a meeting of Parent’s board of directors was convened in Paris to discuss whether or not to increase the price offered for the publicly held Common Shares and Exchangeable Preference Shares. At that meeting, JPMorgan and BNP Paribas provided a supplement to the presentation that they had previously made to the Parent’s board of directors in connection with the Original Offer. Such supplement is described under “SPECIAL FACTORS — Section 4. Summary of JPMorgan and BNP Paribas Presentation to Parent’s Board of Directors” in this Supplement. The presentation given on February 5, 2006 and the supplement to that presentation given on April 3, 2006 constitute the only materials presented to Parent’s board of directors by the financial advisors of Parent and thus the only such materials that Parent’s board of directors factored into its decision to proceed with the Amended Offer. Parent’s board of directors did not receive any appraisal in connection with its consideration of the Amended Offer. The supplemental presentation provided by JPMorgan and BNP Paribas contained various financial analyses at potential offer prices ranging from $75.00 to $84.00. Following discussions and questions by the board members to Parent’s management and Parent’s financial advisors and the recommendation of Parent’s management, Parent’s board authorized Parent’s management to increase the offer price for the Common Shares and the Exchangeable Preference Shares not held by Parent and its subsidiaries to $82.00 per share in cash. In authorizing Parent’s management to proceed with the Amended Offer, and in determining the Amended Offer Price, Parent considered the analyses contained in the presentation provided by JPMorgan and BNP Paribas, the supplement thereto, the recommendation made by Parent’s management and the other factors described in “SPECIAL FACTORS — Section 2. Purpose and Reasons for the Amended Offer; Plans for the Company After the Amended Offer and the Merger” and “SPECIAL FACTORS — Section 3. Position of Parent and Purchaser Regarding Fairness of the Amended Offer and the Merger” in this Supplement.


2.	Purpose and Reasons for the Amended Offer and the Merger; Plans for the Company After the Amended Offer and the Merger

A discussion of the purpose and reasons for the Amended Offer and the Merger and for Parent’s plans with respect to the Company after the Amended Offer and the Merger is set forth in “SPECIAL FACTORS — Section 2. Purpose and Reasons for the Offer; Plans for the Company After the Offer and the Merger” in the Offer to Purchase.


3.	Position of Parent and Purchaser Regarding Fairness of the Amended Offer and the Merger

The discussion set forth in “SPECIAL FACTORS — Section 3. Position of Parent and Purchaser Regarding Fairness of the Offer and the Merger” in the Offer to Purchase is hereby amended and supplemented as follows:

Fairness of the Original Offer — Parent and Purchaser continue to believe that the Original Offer Price offered to the unaffiliated shareholders of the Company pursuant to the Original Offer and the Merger is fair to such unaffiliated shareholders. Parent and Purchaser base their belief on the following factors, each of which, in their judgment, supports their views as to the fairness of the Original Offer and the Merger:


	•	The Original Offer Price represents a premium of approximately 16.7% to the closing price of $64.25 for the Common Shares on February 3, 2006, the last trading day prior to the date on which Parent’s intention to make the Original Offer was announced, and a premium of approximately 31.0% to the average closing price of $57.27 for the Common Shares during the three months prior

to February 3, 2006. Parent and Purchaser do not believe that the post-announcement trading price of the Common Shares is indicative of the fair value of the Common Shares, and thus did not consider it when making an assessment as to the fairness of the Original Offer and the Merger.”

• The Common Shares were, prior to the announcement of Parent’s intention to launch the Original Offer, trading at close to an all time high closing price and the Common Shares appreciated by 20% in the twelve months prior to February 3, 2006, by 128% in the three years prior to February 3, 2006 and by 145% in the five years prior to February 3, 2006. This demonstrates that the Original Offer Price is at a premium to a last prior trading price that already reflected favorable investor sentiment towards the Company’s performance and prospects and thus is at a premium to historical market prices. The premium of the Original Offer Price over historical market prices will allow long-term shareholders of the Company to realize significant capital gains.

• Both the Original Offer Price and the trading price of the Common Shares immediately prior to announcement of the Original Offer imply a valuation of the Company (as shown by the ratio of firm value to EBITDA) that is materially higher than during most periods over the past five years. The ratio of firm value to 2005 EBITDA is 6.5x when firm value is calculated based on the closing price per Common Share on February 3, 2006 and 7.7x when firm value is calculated using the Original Offer Price, in comparison with an average ratio of firm value to last twelve months EBITDA of 4.9x over the period between September 1998 and February 2006.

• The analyses contained in the presentation provided by JPMorgan and BNP Paribas described below, which include a comparison of certain financial, operating and stock market data and forecasted financial information for selected publicly-traded companies in the building materials industry to similar information for the Company and an overview of premiums paid in other buy-in transactions. A summary of the JPMorgan and BNP Paribas presentation, which does not express an opinion with respect to the fairness of the Original Offer Price, is set forth in the Offer to Purchase under “SPECIAL FACTORS — Section 4. Summary of JPMorgan and BNP Paribas presentation to Parent’s Board of Directors.” In particular, Parent and Purchaser considered the following:


	•	that the Original Offer Price was above the upper end of each of the trading ranges for the 6-month, 52-week, two-year, three-year and five-year ranges as described under “SPECIAL FACTORS — Section 4. Summary of JPMorgan and BNP Paribas presentation to Parent’s Board of Directors — Historical Stock Price Performance” on page 20 of the Offer to Purchase;

	•	that over the twelve months prior to February 3, 2006, 95.2% of the traded volume in the Common Shares traded below $68.00 and 87.1% traded below $66.00, and thus the Original Offer Price was significantly above the price at which the bulk of trading had occurred over the past twelve months as described under “SPECIAL FACTORS — Section 4. Summary of JPMorgan and BNP Paribas presentation to Parent’s Board of Directors — Trading Prices of the Common Shares” on page 20 of the Offer to Purchase;

	•	that the Original Offer Price represented a premium of 17.9% to the 1-week average share price prior to the announcement of the transaction of $63.64, which was higher than the median 1-week premium of 15% paid in US acquisitions by majority or controlling stockholders between January 1, 2005 and November 17, 2005 as described under “SPECIAL FACTORS — Section 4. Summary of JPMorgan and BNP Paribas presentation to Parent’s Board of Directors — Historical Acquisition by Majority or Controlling Stockholders Premia” beginning on page 22 of the Offer to Purchase.


	•	The Original Offer provides the Company’s unaffiliated shareholders who are considering selling their Common Shares with the opportunity to sell their shares at the Original Offer Price without incurring the transaction costs typically associated with market sales.

	•	The form of consideration to be paid to the Company’s unaffiliated shareholders is entirely in cash.


	•	The Original Offer and the Merger provide additional liquidity for the unaffiliated shareholders of the Company.

Fairness of the Amended Offer — The rules of the SEC require Parent and Purchaser to express their belief as to the fairness of the Amended Offer and the Merger to shareholders of the Company who are not affiliated with Parent and Purchaser. Parent and Purchaser, as discussed above, continue to believe that the Original Offer Price offered to unaffiliated shareholders of the Company pursuant to the Original Offer and the Merger is fair to such unaffiliated shareholders. Therefore Parent and Purchaser believe that the Amended Offer Price, which represents an increase of $7 per share over the Original Offer Price, is fair to the unaffiliated shareholders of the Company.

In addition to the factors set forth above that support Parent and Purchaser’s determination that the Original Offer Price is fair to unaffiliated shareholders of the Company, Parent and Purchaser considered the following factors in their determination that the Amended Offer Price is fair to unaffiliated shareholders of the Company:


	•	The Amended Offer Price of $82.00 represents an increase of 9.3% over the Original Offer Price of $75.00, a premium of approximately 27.6% to the closing price of $64.25 for the Common Shares on February 3, 2006, the last trading day prior to the date on which Parent’s intention to make the Original Offer was announced, and a premium of 43.2% to the average closing price of $57.27 for the Common Shares during the three months prior to February 3, 2006. Parent and Purchaser do not believe that the post-announcement trading price of the Common Shares is indicative of the fair value of the Common Shares, and thus did not consider it when making an assessment as to the fairness of the Amended Offer and the Merger.

	•	The supplemental materials provided by JPMorgan and BNP Paribas and summarized under “SPECIAL FACTORS — Section 4. Summary of JPMorgan and BNP Paribas Presentation to Parent’s Board of Directors” in this Supplement.

In addition, Parent and Purchaser believe that the corporate process by which the Amended Offer and Merger are being pursued is fair to shareholders of the Company who are not affiliated with Parent and Purchaser, based on the following factors:


	•	The Amended Offer is conditioned upon the tender of a number of Common Shares which, when taken together with the Exchangeable Preference Shares tendered pursuant to the Amended EPS Offer, constitute at least a majority of the Common Shares and Exchangeable Preference Shares, taken together as a single class, not owned by Parent, Purchaser, the Company, their respective officers and directors and the Lafarge Canada Stock Fund. This Minimum Tender Condition is not waivable. Parent and Purchaser believe that the Company’s unaffiliated shareholders are therefore able to evaluate the terms of the Amended Offer and its fairness without coercion. The effect of the Minimum Tender Condition is that the Amended Offer will not close unless the holders of a majority of the Common Shares and Exchangeable Preference Shares held by the unaffiliated shareholders of the Company tender their shares, which amounts to a “public referendum” on the Amended Offer.

	•	Each of the Company’s unaffiliated shareholders will be able to decide voluntarily whether or not to tender such shareholder’s Common Shares in the Amended Offer and, if the Amended Offer and the Merger are completed and such shareholder elected not to tender, such shareholder will receive exactly the same type and amount of consideration in the Merger that such shareholder would have received in the Amended Offer.

	•	The Company has appointed the Special Committee to evaluate the tender offer and the Special Committee has retained Merrill Lynch as it financial advisor and Simpson Thacher and Venable as its legal advisors.

To the best of Parent’s and Purchaser’s knowledge, a majority of the directors of the Company who are not employees of the Company have not retained an unaffiliated representative to act solely on behalf

of unaffiliated shareholders for purposes of preparing a report concerning the fairness of the transaction. However, based on the Company’s public disclosure that the Special Committee has retained Merrill Lynch as its financial advisor and Simpson Thacher and Venable as its legal advisors to assist it in considering the tender offer and in light of the procedural safeguards discussed above, Parent and Purchaser do not believe the failure to retain such a representative to be material.

Neither Parent nor Purchaser found it practicable to assign, nor did either of them assign, relative weights to the individual factors considered in reaching their conclusion as to fairness. In reaching their conclusion as to fairness, neither Parent nor Purchaser considered the liquidation value of the Company’s assets because they consider the Company to be a viable going concern. In addition, the liquidation of the Company’s assets was not considered to be a viable course of action based on Parent’s desire for the Company to continue to conduct its business as a subsidiary of Parent and remain an integral component of Parent’s overall strategy. Therefore, no appraisal of liquidation value was sought for purposes of valuing the Common Shares, and Parent and Purchaser believe that the liquidation value of the Company is irrelevant to a determination as to whether the Amended Offer is fair to unaffiliated shareholders. Further, Parent and Purchaser did not consider net book value, which is an accounting concept, as a factor because they believed that net book value is not a material indicator of the value of the Company as a going concern but rather is indicative of historical costs. The Company’s net book value per share as of December 31, 2005, calculated by dividing shareholders’ equity by the number of shares of common stock outstanding, was $42.98. This value is substantially below the Amended Offer Price. Parent and Purchaser are not aware of any firm offers made for the Company during the two years prior to the Amended Offer and in any event have no intention of selling the Common Shares or Exchangeable Preference Shares owned by them, and therefore did not consider any such offers in reaching their conclusion as to fairness.

Parent and Purchaser did not calculate a stand-alone going concern value of the Company, but did consider a comparison of certain financial, operating and stock market data and forecasted financial information for selected publicly traded companies to similar information for the Company, each of which supported the fairness determination of Parent and Purchaser. Parent considered that the going concern value was not a viable method of determining the value of the Common Shares for the purpose of this transaction. A valuation that contemplates the sale of a company as a going concern incorporates into that valuation a premium for the control of that company. In light of the fact that Parent already has, and will continue to have, control of the Company, Parent does not believe that it would be appropriate for the securities of the unaffiliated shareholders to be valued on a basis that includes a control premium. For the foregoing reasons, Parent does not believe that a “going concern” valuation would be a viable or appropriate method of determining the value of the Common Shares for the purposes of this transaction.

The foregoing discussion of the information and factors considered by Parent and Purchaser is believed to include the material factors considered by Parent and Purchaser. Parent and Purchaser’s views as to the fairness of the Original Offer and Amended Offer to shareholders of the Company should not be construed as a recommendation to any shareholder as to whether that shareholder should tender such shareholder’s Common Shares or Exchangeable Preference Shares in the Amended Offer.

Purchaser was formed solely for the purpose of engaging in the Original Offer and the Merger and, as such, did not perform a fairness determination with respect to either the Original Offer or the Amended Offer separate from that performed by Parent. In making a determination as to fairness, Purchaser relied entirely on and expressly adopted the analyses and conclusions of Parent.


4.	Summary of JPMorgan and BNP Paribas Presentation to Parent’s Board of Directors

A summary of the presentation of JPMorgan and BNP Paribas to the Parent’s board of directors on February 5, 2006 (the “February 5th Presentation”) is set forth in “SPECIAL FACTORS — Section 4. Summary of JPMorgan and BNP Paribas Presentation to the Parent’s Board of Directors” in the Offer to Purchase.

The following is a summary of the material financial analyses contained in the supplemental presentation made by JPMorgan and BNP Paribas to Parent’s board of directors on April 3, 2006 (the

“April 3rd Supplemental Presentation”). However, it does not purport to be a complete description of the analyses performed by JPMorgan and BNP Paribas or of their discussions with the board of directors of Parent.

While JPMorgan and BNP Paribas were not asked to, nor did they, opine as to the fairness of the transaction to the unaffiliated shareholders of the Company, the financial analyses described below were provided to Parent with the understanding that Parent would use such analyses as part of its process of making its determination as to the fairness of the Amended Offer and the Merger. Had JPMorgan and BNP Paribas been requested to provide an opinion or recommend or provide support for a fair or appropriate valuation of the Common Shares not held by Parent and its affiliates, the information, comparisons and analyses presented by JPMorgan and BNP Paribas in the April 3rd Supplemental Presentation might have been different.

The following summary is included here only for informational purposes and to comply with applicable disclosure requirements. The analyses described herein and the order in which they are presented and the results of the analyses do not represent relative importance or weight given to these analyses by JPMorgan and BNP Paribas. The full text of the April 3rd Supplemental Presentation summarized below is set forth in Exhibit (c)(ii) to Amendment No. 7 to the Schedule TO filed with the SEC on April 7, 2006 in connection with the Amended Offer. Copies of the February 5th Presentation and the April 3rd Supplemental Presentation may be made available for inspection and copying during regular business hours by any shareholder or its representative who has been designated in writing by contacting the Information Agent. Holders of Common Shares are urged to, and should, read such presentation materials in their entirety. Neither the April 3rd Supplemental Presentation nor this summary constitutes a recommendation as to whether holders of Common Shares should tender their shares in the Amended Offer or as to any other action any holder should take or refrain from taking in connection with the Amended Offer or the Merger.

In preparing the April 3rd Supplemental Presentation, JPMorgan and BNP Paribas relied upon the accuracy and completeness of all of the financial, accounting and other information reviewed by them and assumed such accuracy and completeness for purposes of the April 3rd Supplemental Presentation and its presentation, and have not assumed any responsibility or liability therefor. JPMorgan and BNP Paribas were not asked to make, and did not assume responsibility for making, any independent verification of the information reviewed by them. In addition, JPMorgan and BNP Paribas did not conduct any valuation or appraisal of any assets or liabilities, nor have any such valuations or appraisals been provided to them. JPMorgan and BNP Paribas also assumed that there have been no material changes in the Company’s condition, results of operations, business or prospects since the date of the most recent financial statements made available to JPMorgan and BNP Paribas and JPMorgan and BNP Paribas do not have any obligation to update, revise or reaffirm the materials presented by them to Parent. JPMorgan and BNP Paribas based their analyses on assumptions that they deemed reasonable, including assumptions concerning general business and economic conditions and industry-specific factors. JPMorgan’s and BNP Paribas’ analyses are not necessarily indicative of actual values or actual future results that might be achieved, which values may be higher or lower than those indicated.

In providing financial advice and preparing financial analysis, JPMorgan and BNP Paribas, among other things:


	•	reviewed certain publicly available business and financial information concerning the Company and the sector in which the business operates;

	•	compared the equity market capitalization and other current and historical financial metrics and multiples for the Company and certain other building materials companies;

	•	reviewed the historical trading volumes and market prices of the Common Shares;


	•	reviewed the premia at various illustrative prices over certain historical prices, implied multiples and other financial metrics; and

	•	performed such other financial studies and analyses and considered such other information as JPMorgan and BNP Paribas deemed appropriate during the course of providing financial advice.

Some of the summaries of financial analyses described below include information presented in tabular format. In order to understand fully the financial analyses performed by JPMorgan and BNP Paribas, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by JPMorgan and BNP Paribas. The following quantitative information, to the extent it is based on market data, is based on market data as it existed at or prior to March 31, 2006 and is not necessarily indicative of current or future market conditions.

Analysis of Trading After Announcement of the Original Offer — JPMorgan and BNP Paribas analyzed the historic trading activity of the Company’s Common Shares between February 6, 2006 (the day of the public announcement of the Offer) and March 31, 2006. This analysis showed that, during this period, 32.8 million of the Company’s Common Shares were traded, representing 92.8% of the free float. A summary of the results follows:



Price range	<$81.00	$81.00 - $81.49	$81.50 - $81.99	$82.00 - $82.49	$	82.50 - $82.99	$	83.00 - $83.49	$	83.50 - $83.99	$	84.00 - $84.49	$	84.50 - $84.99	³$	85.00

% of total volume traded since Feb 6, 2006	6.5%	5.6%	35.8%	19.3%		19.1%		2.9%		8.0%		2.8%		0.0%		0.0%



	Volume weighted
Date range	average price		Volume traded		% total volume traded

Feb. 7, 2006	$	81.40		10,559,000		32.2%

8 days (Feb. 6, 2006 - Feb. 16, 2006)	$	81.92		11,501,900		35.1%

10 days (Feb. 17, 2006 - Mar. 3, 2006)	$	82.76		3,729,500		11.4%

10 days (Mar. 6, 2006 - Mar. 17, 2006)	$	83.10		4,679,500		14.3%

10 days (Mar. 20, 2006 - Mar. 31, 2006)	$	83.77		2,293,800		7.0%

Total period (Feb. 6, 2006 - Mar. 31, 2006)	$	82.15		32,763,700		100.0%

Comparisons of Selected Publicly Traded Building Materials Companies — JPMorgan and BNP Paribas provided an updated version of the analysis in the February 5th Presentation in which they compared certain financial information of the Company and Parent with that of other listed building materials companies. A summary of the results follows:

Metrics as of March 31, 2006

FV/EBITDA

P/E

2005A

2006E

U.S. company median

13.3

9.9

19.3

U.S. company mean

13.0

10.2

19.2

Non-U.S. company median

8.8

7.4

13.7

Non-U.S. company mean

8.8

7.8

14.1

Parent

7.7

6.9

13.1

Company

not meaningful

Analysis at Various Prices — JPMorgan and BNP Paribas reviewed the premia at various hypothetical stock prices over certain historical prices, implied multiples and other financial metrics. A summary of the results follows:


						Illustrative Price Per Share
	As of		Original Offer
	Feb. 3, 2006		$75.00			$80.00			$81.00			$82.00			$83.00			$84.00

Implied premium over pre-Original Offer prices:
Feb. 3, 2006	$	64.25		16.7	%		24.5	%		26.1	%		27.6	%		29.2	%		30.7	%
3 month average		57.27		31.0	%		39.7	%		41.4	%		43.2	%		44.9	%		46.7	%
30-calendar day average		60.83		23.3	%		31.5	%		33.2	%		34.8	%		36.4	%		38.1	%
1-week average		63.64		17.9	%		25.7	%		27.3	%		28.8	%		30.4	%		32.0	%
Implied multiples:
FV/ 2005A EBITDA				7.7	x		8.2	x		8.3	x		8.4	x		8.5	x		8.6	x
FV/ 2006E EBITDA				7.2	x		7.7	x		7.8	x		7.9	x		8.0	x		8.1	x
P/ 2005A EPS				17.6	x		18.8	x		19.1	x		19.3	x		19.6	x		19.8	x
P/ 2006E EPS				16.5	x		17.6	x		17.9	x		18.1	x		18.3	x		18.6	x

Each of JPMorgan and BNP Paribas, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Each of JPMorgan and BNP Paribas is familiar with Parent, having acted as its financial advisor in connection with the Amended Offer and has also provided certain investment banking services to Parent from time to time, and may provide investment banking services to Parent in the future. Each of JPMorgan and BNP Paribas provides a full range of financial advisory and securities services and, in the course of its normal trading activities, may from time to time effect transactions and hold securities, including derivative securities, of Parent and the Company for its own account and for the account of customers. In selecting JPMorgan and BNP Paribas to represent Parent as its financial advisors, Parent considered primarily JPMorgan’s and BNP Paribas’ qualifications and knowledge of the business affairs of Parent, as well as the reputations of JPMorgan and BNP Paribas as internationally recognized investment banking firms that have substantial experience in transactions similar to the Amended Offer.

A description of the compensation that JPMorgan and BNP Paribas are entitled to receive in connection with their service to Parent as financial advisors and Dealer Managers is set forth in “SPECIAL FACTORS — Section 4. Summary of JPMorgan and BNP Paribas Presentation to the Parent’s Board of Directors” in the Offer to Purchase. JPMorgan and BNP Paribas have agreed to provide financing for the Amended Offer, as described in “The OFFER — Section 9. Source and Amount of Funds” in this Supplement, for which they will receive customary compensation.


5.	Certain Projected Company Financial Information

A discussion of certain projected financial information is set forth in “SPECIAL FACTORS — Section 5. Certain Projected Financial Data” in the Offer to Purchase.


6.	Effects of the Amended Offer and the Merger

A discussion of certain effects of the Amended Offer and the Merger is set forth in “SPECIAL FACTORS — Section 6. Effects of the Offer and the Merger” in the Offer to Purchase.


7.	Conduct of the Company’s Business if the Amended Offer is not Completed

A discussion of the conduct of the Company’s business if the Amended Offer is not completed is set forth in “SPECIAL FACTORS — Section 7. Conduct of the Company’s Business if the Offer is not Completed” in the Offer to Purchase.


8.	Dissenters’ Appraisal Rights; Rule 13e-3

A discussion of dissenters’ appraisal rights and rules under the Exchange Act applicable to “going private” transactions is set forth in “SPECIAL FACTORS — Section 8. Dissenters’ Appraisal Rights; Rule 13e-3” in the Offer to Purchase.


9.	Transactions and Arrangements Concerning the Common Shares and Exchangeable Preference Shares

The final paragraph of the discussion of certain transactions and arrangements concerning the Common Shares and Exchangeable Preference Shares set forth in “SPECIAL FACTORS — Section 9. Transactions and Arrangements Concerning the Common Shares and Exchangeable Preference Shares” in the Offer to Purchase is hereby amended and supplemented as follows:

Parent and Purchaser believe that Messrs. Bertrand P. Collomb, Bruno Lafont, Bernard L. Kasriel and Michel Rose, who are affiliates of Parent and members of the Company’s Board of Directors, will tender their Common Shares in the Amended Offer. As of the date hereof, (i) to the best of their knowledge, neither Parent nor Purchaser knows whether any other executive officer, director or affiliate of the Company intends to tender Common Shares in the Amended Offer or Exchangeable Preference Shares in the Amended EPS Offer, (ii) the Company has recommended that the shareholders of the Company reject the Original Offer and not tender their Common Shares, (iii) none of the Company, its executive officers, directors or affiliates have made any public recommendation with respect to the Amended Offer and (iv) the Company has not made public any appraisal, report or opinion on the fairness of this transaction. The Amended Offer and Merger have not been approved by a majority of the directors of the Company who are not employees of the Company.


10.	Related Party Transactions; Certain Transactions Between Parent and the Company

A discussion of related party transactions and certain transactions between Parent and the Company is set forth in “SPECIAL FACTORS — Section 10. Related Party Transactions; Certain Transactions Between Parent and the Company” in the Offer to Purchase.

THE OFFER


1.	Terms of the Amended Offer

The discussion set forth in “THE OFFER — Section 1. Terms of the Offer” is hereby amended and supplemented as follows:

Purchaser has amended the Original Offer to purchase the Common Shares. The price per Common Share to be paid has been increased from $75.00 per Common Share in the Original Offer to $82.00 per Common Share in the Amended Offer, net to seller in cash, without interest, upon the terms and subject to the conditions of the Amended Offer. All shareholders whose Common Shares are validly tendered (including Common Shares tendered and not withdrawn prior to the date of this Supplement), not withdrawn and accepted for payment on or prior to the Expiration Date will receive the Amended Offer Price.

Upon the terms and subject to the conditions of the Amended Offer (including, if the Amended Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will accept for payment and will pay for all Common Shares validly tendered prior to the Expiration Date and not withdrawn in accordance with “THE OFFER — Section 4. Withdrawal Rights” in this Supplement. The term “Expiration Date” means 12:00 midnight, New York City time, on Friday, April 28, 2006, or, if the Amended Offer is extended, the latest time and date at which the Amended Offer, as extended, will expire.


2.	Acceptance for Payment and Payment for Common Shares

Purchaser will accept for payment, and will pay for, the Common Shares in the Amended Offer as set forth in “THE OFFER — Section 2. Acceptance for Payment and Payment for Common Shares” in the Offer to Purchase.


3.	Procedure for Accepting the Amended Offer and Tendering Common Shares

The discussion set forth in “THE OFFER — Section 3. Procedure for Accepting The Offer and Tendering Common Shares” is hereby amended and supplemented as follows:

Shareholders tendering shares may use the original (yellow) Letter of Transmittal that was distributed with the Offer to Purchase or the revised (pink) Letter of Transmittal distributed with this Supplement and will nevertheless receive $82.00 per Common Share, upon the terms and subject to the conditions of the Amended Offer. Although the original (yellow) Letter of Transmittal and the original (blue) Notice of Guaranteed Delivery previously circulated with the Offer to Purchase refer only to the Offer to Purchase, shareholders using such documents to tender their Common Shares will nevertheless be deemed to be tendering pursuant to the Amended Offer and will receive the Amended Offer Price described in this Supplement, if Common Shares are accepted for payment and paid for by Purchaser pursuant to the Amended Offer. Shares previously validly tendered and not withdrawn constitute valid tenders for purposes of the Amended Offer. Shareholders are not required to take any further action with respect to such Common Shares in order to receive the Amended Offer Price of $82.00 per Common Share, if Common Shares are accepted for payment and paid for by Purchaser pursuant to the Amended Offer, except as may be required by the guaranteed delivery procedure if such procedure was utilized.


4.	Withdrawal Rights

The withdrawal rights pursuant to the Amended Offer are set forth in “THE OFFER — Section 4. Withdrawal Rights” in the Offer to Purchase.


5.	Material United States Federal Income Tax Consequences of the Amended Offer

Material United States federal tax income consequences of the Amended Offer are summarized in “THE OFFER — Section 5. Material United States Federal Income Tax Consequences of the Offer” in the Offer to Purchase.


6.	Price Range of Shares; Dividends

The discussion set forth in “THE OFFER — Section 6. Price Range of Shares; Dividends” in the Offer to Purchase is hereby amended and supplemented as follows:

The Common Shares are listed on the NYSE and the TSX under the symbol “LAF”. The following table sets forth, for each of the fiscal quarters indicated, the high and low closing prices per Common Share on the NYSE.


		Common Stock

		High		Low

Fiscal Year 2004
	First Quarter	$	43.39	$	39.80
	Second Quarter		45.03		40.88
	Third Quarter		47.42		41.30
	Fourth Quarter		51.55		47.65
Fiscal Year 2005
	First Quarter	$	63.75	$	50.72
	Second Quarter		62.59		52.47
	Third Quarter		69.78		62.99
	Fourth Quarter		69.02		53.27
Fiscal Year 2006
	First Quarter	$	84.14	$	57.57
	Second Quarter (through April 6)	$	85.28	$	84.36

On February 3, 2006, the last trading day prior to the public announcement of the Offer, the per share closing price of the Common Shares on the NYSE was $64.25. On February 17, 2006, the last trading day prior to the commencement of the Original Offer, the per share closing price of the Common Shares on the NYSE was $82.35. On April 3, 2006, the last trading day prior to the public announcement of the Amended Offer, the per share closing price of the Common Shares on the NYSE was $84.36. On April 6, 2006, the last trading day prior to the commencement of the Amended Offer, the per share closing price of the Common Shares on the NYSE was $85.19. Shareholders are urged to obtain a current market quotation for the Common Shares.

The following table sets forth, for each of the fiscal quarters indicated, dividend paid by the Company on the Common Shares.


		Common Stock
		Dividends Paid

Fiscal Year 2004
	First Quarter	$	0.20
	Second Quarter		0.20
	Third Quarter		0.22
	Fourth Quarter		0.22
Fiscal Year 2005
	First Quarter	$	0.22
	Second Quarter		0.22
	Third Quarter		0.24
	Fourth Quarter		0.24
Fiscal Year 2006
	First Quarter	$	0.24

The Company currently pays a quarterly dividend of $0.24; however, the declaration and payment of dividends on Common Shares by the Company is subject to the discretion of the Company’s board of directors and there can be no assurance whether or when dividends will be paid. In addition, a subsidiary of Lafarge Canada issued certain redeemable preferred shares in connection with its 2000 acquisition of Warren Paving and Materials Group, which preferred shares are entitled to receive cumulative, preferential cash dividends at the annual rate of 6.0% of the issue price (the issue price being C$166.4 million). The Company has also agreed not to pay any dividends on the Common Shares unless it also declares a dividend in the same amount on the Exchangeable Preference Shares. The Company is also party to a five-year revolving credit facility that imposes certain limitations on the ability of the Company to pay dividends. Each of the foregoing may impact the ability of the Company to pay dividends in the future.


7.	Certain Information Concerning the Company

Certain information concerning the Company is set forth in “THE OFFER — Section 7. Certain Information Concerning the Company” in the Offer to Purchase.


8.	Certain Information Concerning Purchaser and Parent

Certain information concerning Purchaser and Parent is set forth in “THE OFFER — Section 8. Certain Information Concerning Purchaser and Parent” in the Offer to Purchase.


9.	Source and Amount of Funds

The discussion set forth in “THE OFFER — Section 9. Source and Amount of Funds” of the Offer to Purchase is hereby amended and supplemented as follows:

Pursuant to the terms of the $2,800,000,000 Credit Facility, Parent obtained the consent of BNP Paribas and J.P. Morgan plc to increase the price offered to shareholders in the tender offer from $75.00 per share to $82.00 per share.


10.	Dividends and Distributions

The treatment of dividends and distributions with respect to the Common Shares pursuant to the Amended Offer is set forth in “THE OFFER — Section 10. Dividends and Distributions” in the Offer to Purchase.


11.	Conditions to the Amended Offer

The discussion set forth in “THE OFFER — Section 11. Conditions to the Offer” of the Offer to Purchase is hereby amended and restated as follows:

Notwithstanding any other provision of the Amended Offer, and in addition to (and not in limitation of) Purchaser’s rights to extend and amend the Amended Offer at any time in its sole discretion, Purchaser will not be required to accept for payment any tendered Common Shares, and may amend or terminate the Amended Offer, if (i) at the Expiration Date the Minimum Tender Condition has not been satisfied or (ii) at any time on or after February 5, 2006 and prior to the Expiration Date, any of the following events has occurred:


	•	there has not been 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 Amended Offer (and taking into account any Exchangeable Preference Shares to be accepted for payment pursuant to the Amended 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 Amended Offer (as defined in the “INTRODUCTION”);

	•	any change (or any condition, event or development involving a prospective change) has occurred in the business, properties, assets, liabilities, capitalization, shareholders’ equity, condition (financial or otherwise), cash flows, licenses, franchises, permits, authorizations, operations, results of operations or prospects of the Company that has or is reasonably expected to have a material adverse effect on the Company (an “Adverse Effect”), or results or is reasonably expected to result in a material diminution in the value of the Common Shares or the benefits expected to be derived by Purchaser or Parent as a result of the transactions contemplated by the Amended Offer or the Merger (a “Diminution in Value”);

	•	there has been instituted by, or there is pending before, any government or governmental authority or agency or other regulatory or administrative agency or commission, whether domestic (local, state or federal), foreign or supranational, court or arbitral panel or any self-regulatory organization (a “Governmental Entity”), any action, proceeding, application, claim or counterclaim or any judgment, ruling, order or injunction sought or any other action taken by any person or entity which (i) challenges the acquisition by Parent or Purchaser of any Common Shares pursuant to the Amended Offer or the Merger, seeks to restrain, prohibit, delay or increase the cost of the making or completion of the Offer or consummation of the Merger, or would otherwise adversely affect the Amended Offer or the Merger, (ii) seeks to prohibit or materially limit the ownership or operation by the Company, Parent or Purchaser (or any other affiliate of Parent) of all or any material portion of the business or assets of the Company or of Parent and its affiliates taken as a whole, or to compel the Company, Parent or Purchaser (or any other affiliate of Parent) to dispose of or to hold separate all or any material portion of the business or assets of Parent and its affiliates taken as a whole or of the Company as a result of the transactions contemplated by the Amended Offer or the Merger, (iii) seeks to impose any material limitation on the ability of the Company, Parent or Purchaser (or any other affiliate of Parent) to conduct their respective businesses or own such assets, (iv) seeks to impose or confirm any material limitation on the ability of Parent or Purchaser (or any other affiliate of Parent) to acquire or hold, or to exercise full rights of ownership of, any Common Shares, including the right to vote such Common Shares on all matters properly presented to the shareholders of the Company, (v) seeks to require divestiture by Parent or Purchaser (or any other affiliate of Parent) of any or all of the Common Shares, (vi) otherwise has or is reasonably expected to have an Adverse Effect, or results or is reasonably expected to result in a Diminution in Value, or (vii) seeks to impose any condition to the Amended Offer materially burdensome to Parent or Purchaser;


	•	there has been entered or issued any preliminary or permanent judgment, order, decree, ruling or injunction or any other action taken by any Governmental Entity, whether on its own initiative or the initiative of any other person, which (i) restrains, prohibits or delays or increases the cost of the making or completion of the Amended Offer or consummation of the Merger, or otherwise adversely affects the Offer or the Merger, (ii) prohibits or materially limits the ownership or operation by the Company, Parent or Purchaser (or any other affiliate of Parent) of all or any material portion of the business or assets of the Company or of Parent and its affiliates taken as a whole, or compels the Company, Parent or Purchaser (or any other affiliate of Parent) to dispose of or to hold separate all or any material portion of the business or assets of Parent and its affiliates taken as a whole or of the Company as a result of the transactions contemplated by the Amended Offer or the Merger, (iii) imposes any material limitation on the ability of the Company, Parent or Purchaser (or any other affiliate of Parent) to conduct their respective businesses or own such assets, (iv) imposes or confirms any material limitation on the ability of Parent or Purchaser (or any other affiliate of Parent) to acquire or hold, or to exercise full rights of ownership of, any Common Shares, including the right to vote such Common Shares on all matters properly presented to the shareholders of the Company, (v) requires divestiture by Parent or Purchaser (or any other affiliates of Parent) of any or all of the Common Shares, (vi) otherwise has or is reasonably expected to have an Adverse Effect, or results or is reasonably expected to result in a Diminution in Value, or (vii) imposes any condition to the Amended Offer materially burdensome to Parent or Purchaser

	•	there has been any statute, rule or regulation enacted, promulgated, entered, enforced, or deemed applicable or asserted to be applicable to the Amended Offer or the Merger by any Governmental Entity or by the Company, or any other action has been taken by any Governmental Entity or the Company, that results or would result in any of the consequences referred to in clauses (i) through (vii) of the paragraph above;

	•	there has occurred (i) any general suspension of trading in, or limitation on times or prices for, securities on any United States national securities exchange, or in the over-the-counter market, (ii) any extraordinary or material adverse change in the United States financial markets generally, including without limitation, a decline of at least 20% in either the Dow Jones average of industrial stocks or the Standard & Poor’s 500 index from February 5, 2006, (iii) any declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iv) any material limitation by any Governmental Entity or any court that materially affects the extension of credit generally by lenders that regularly participate in the United States or European market in loans, (v) any commencement or escalation of war, terrorist acts, armed hostilities or other national or international calamity directly or indirectly involving the United States or Europe, (vi) a suspension of, or limitation (whether or not mandatory) on, the currency exchange markets or the imposition of, or material changes in, any currency or exchange control laws in the United States or France or (vii) in the case of any of the foregoing occurrences existing on or at the time of the commencement of the Original Offer, a material acceleration or worsening thereof;

	•	the Company and Purchaser or Parent have reached an agreement or understanding that the Amended Offer be terminated or amended or Parent or Purchaser (or one of their respective affiliates) have entered into a definitive agreement or an agreement in principle to acquire the Company by merger or other business combination, or purchase of Common Shares or assets of the Company;

	•	the Company has (i) issued, distributed, pledged, sold or authorized, or proposed the issuance of or distribution, pledge or sale to any person of any (A) shares of its capital stock of any class, including, without limitation, the Common Shares or the Exchangeable Preference Shares (other than the issuance of Common Shares upon the exercise of stock options and warrants outstanding on February 5, 2006 and the exchange of Exchangeable Preference Shares) or securities convertible into or exchangeable for any such shares of capital stock, or any rights, warrants or options to acquire any such shares or convertible securities or any other securities of the Company or any

other person, (B) other securities in respect of, in lieu of or in substitution for Shares outstanding on February 5, 2006, or (C) debt securities or any securities convertible into or exchangeable for debt securities or any rights, warrants or options entitling the holder thereof to purchase or otherwise acquire any debt securities, (ii) purchased or otherwise acquired, or proposed or offered to purchase or otherwise acquire, any outstanding Common Shares or other securities, (iii) proposed, recommended, authorized, declared, issued or paid any dividend or distribution on any Common Shares or any other security, whether payable in cash, securities or other property, other than the payment of the dividend in the amount of $0.24 already declared by the Company and paid on March 1, 2006, (iv) altered or proposed to alter any material term of any outstanding security, (v) incurred, agreed to incur or announced its intention to incur, any debt other than in the ordinary course of business and consistent with past practice, (vi) authorized, recommended, proposed or publicly announced its intent to enter into any merger, consolidation, liquidation, dissolution, business combination, acquisition or disposition of assets or securities other than in the ordinary course of business, any material change in its capitalization or business operations, any release or relinquishment of any material contractual or other rights or any comparable event, or taken any action to implement any such transaction previously authorized, recommended, proposed or publicly announced or (vii) entered into or amended any other agreement or otherwise effected any other arrangement with any other party or with its officers or other employees of the Company that might, individually or in the aggregate, have an Adverse Effect or result in a Diminution in Value;

• the Company has amended, or proposed or authorized any amendment to, its certificate of incorporation or by-laws or similar organizational documents or Purchaser has learned that the Company has proposed, adopted or recommended any such amendment which has not previously been publicly disclosed by the Company and also set forth in filings with the SEC;

• a tender or exchange offer for some portion or all of the Common Shares and/or Exchangeable Preference Shares has been commenced or publicly proposed to be made by another person (including the Company), or it shall have been publicly disclosed or Purchaser has learned that (i) any person (including the Company), entity or “group” (as defined in Section 13(d)(3) of the Exchange Act) has acquired or proposed to acquire more than five percent of the Common Shares and Exchangeable Preference Shares, taken together as a single class, or has been granted any option or right, conditional or otherwise, to acquire more than five percent of the Common Shares or Exchangeable Preference Shares, taken together as a single class, other than acquisitions for bona fide arbitrage purposes and other than acquisitions by persons or groups who have publicly disclosed in a Schedule 13D or 13G (or amendments thereto on file with the SEC) such ownership on or prior to February 5, 2006, (ii) any such person, entity or group who has publicly disclosed any such ownership of more than five percent of the Common Shares and Exchangeable Preference Shares, taken together as a single class, prior to such date has acquired or proposed to acquire additional Common Shares and or Exchangeable Preference Shares constituting more than one percent of the Common Shares and Exchangeable Preference Shares, taken together as a single class, or has been granted any option or right to acquire more than one percent of the Common Shares and Exchangeable Preference Shares, taken together as a single class, (iii) any such person, entity or group shall have entered into a definitive agreement or an agreement in principle or made a proposal with respect to a tender offer or exchange offer for some portion or all of the Common Shares and/or Exchangeable Preference Shares, or a merger, consolidation or other business combination or sale of assets (other than in the ordinary course of business) with or involving the Company or (iv) any person has filed a Notification and Report Form under the HSR Act (as defined herein) or made a public announcement reflecting an intent to acquire the Company or assets or securities of the Company;

• any change (or any condition, event or development involving a prospective change) has occurred or is threatened in the general economic, financial, currency exchange or market conditions in the

United States or abroad that has or might have an Adverse Effect or results or might result in a Diminution in Value;

• the Company has transferred into trust, escrow or similar arrangement any amounts required to fund any existing benefit, employment or severance agreements with any of its employees or shall have entered into with its employees or otherwise effected any additional benefit, employment, severance or similar agreements, arrangements or plans other than in the ordinary course of business, or entered into or amended any agreements, arrangements or plans with an employee or employees so as to provide for increased benefits as a result of or in connection with the transactions contemplated by the Amended Offer or the Merger, which in each case with respect to every matter referred to above makes it inadvisable to proceed with the Amended Offer or with the acceptance for payment of, or the payment for, the Common Shares.

The foregoing conditions are for the sole benefit of Parent, Purchaser and their respective affiliates (other than the Company) and may be asserted by Parent or Purchaser regardless of the circumstances (including any action or inaction by Parent or Purchaser) giving rise to any such conditions or may be waived by Parent or Purchaser, in whole or in part, at any time and from time to time in the sole discretion of Parent or Purchaser. The Minimum Tender Condition may not be waived by Parent or Purchaser. The failure by Parent or Purchaser at any time to exercise its rights under any of the foregoing conditions will not be deemed a waiver of any such rights and each such right will be deemed an ongoing right which may be asserted at any time or from time to time prior to the Expiration Date of the Amended Offer.


12.	Effect of the Amended Offer on the Market for the Common Shares; NYSE and TSX Quotation; Exchange Act Registration and Margin Regulations

The discussion set forth in “THE OFFER — Section 12. Effect of the Offer on the Market for the Common Shares; NYSE and TSX Quotation; Exchange Act Registration and Margin Regulations” in the Offer to Purchase is hereby amended and supplemented as follows:

According to the Company’s shareholder list, as of April 4, 2006, there were 73,362,967 Common Shares outstanding held by 3,130 holders of record.


13.	Certain Legal Matters; Regulatory Approvals

The discussion of certain legal matters set forth in “THE OFFER — Section 13. Certain Legal Matters; Regulatory Approvals” is amended and supplemented as follows:

The eight pending cases filed by shareholders in the Circuit Court for Baltimore City, Maryland, were transferred to the Circuit Court for Montgomery County, Maryland, where two other cases were pending. Nine of these outstanding ten Maryland cases, each involving claims by holders of Common Shares, have been consolidated under the caption Rice v. Lafarge v. Lafarge North America Inc., et al. (268974-V). The tenth case, Sheldon and Esther Schwartz v. Lafarge North America Inc. et al. (270410) involves holders of Exchangeable Preference Shares and has not been consolidated. The complaint filed in the Circuit Court for Fairfax County Virginia, captioned Alaska Electrical Pension Fund v. Lafarge, S.A. (C.A. No. CL 2006 2118) has not been consolidated.

Plaintiffs in the Rice case filed an amended complaint on March 28, 2006, and on March 29, 2006 filed a motion for a temporary restraining order and/or a preliminary injunction to enjoin the Offer. On March 31, 2006, the Circuit for Montgomery County denied plaintiffs’ motion.

The outstanding complaints allege (1) breaches of fiduciary duty by the Parent, the Company and the members of the Company board in connection with the Offer and Merger; (2) that the consideration the Parent is offering is inadequate; (3) that the Parent is acting to further its own interests at the expense of the Company’s minority shareholders; (4) that the Special Committee lacks sufficient independence to protect the Company’s minority shareholders; and (5) that the Offer is materially misleading.

The complaints generally allege that the consideration the Parent is offering is inadequate because (1) the Parent dominates and controls the Company, and is in possession of private corporate information about the Company’s assets, businesses and future prospects; (2) $75 is only a 6.4% premium over the highest trading price the Company’s common stock reached in the 52 weeks up to February 3, 2006; (3) prior to February 3, 2006, the Company’s trading price for its common shares had been close to its level of book value and cash per share; (4) it does not adequately take into account the significant value of the Company’s technologies and/or patents; (5) it does not adequately reflect the expected growth in the Company’s profitability, in light of its continued growth in sales and profits; (6) on February 16, 2006, the Company informed Parent that it was expecting to exceed its 2006 Budget numbers which had just recently been formulated and which had been very positive, and that projections used by Parent for the Company in formulating the Offer were based on a discount to the original 2006 Budget numbers sent to Parent by the Company; (7) the recent projections by various securities analysts following the Company based on the Company’s own publicly announced financials and projections, as well as industry-wide projections and statements by the Company’s competitors, are far more optimistic about the Company’s and the North American marketplace’s future prospects than those used by Parent’s financial advisors in formulating the Offer; (8) in October, 2005, just one month prior to engaging its financial advisors, Parent announced that it would have trouble meeting its full-year profit target as a result of a decline in North American demand, which announcement allegedly sent the Company’s stock price lower by 9.2%, as compared to the Bloomberg Europe index, which was flat, and Bloomberg US index, which fell 2.1%. The Company’s stock price eventually recovered, in line with the US index, but from a lower base; (9) the analyses by the Parent’s financial advisors are flawed because they rely on comparisons of the Company to European rather than North American companies; (10) the emphasis by Parent’s financial advisors on the fact that the Company had lower total shareholder returns than other U.S. building material companies, among other comparables, is flawed in that it ignores that, unlike most other U.S. building companies, the Company is a majority-controlled company which explains such lower comparables; and (11) the analyses by the Parent’s financial advisors of the premiums paid in precedent transactions by controlling shareholders are incomplete, and, thus of limited utility, because, while they purport to show implied multiples, they do not show transaction multiples for precedent transactions, nor do they contain multiples, there is not enough detail provided to verify the summary results, nor do they provide transaction multiples for precedent industry transactions.

The Complaints allege the Offer is materially misleading because, among other things, they assert that: (1) the Offer omits the Company’s current financial projections and instead reports the reliance by JPMorgan and BNP Paribas on highly questionable financial projections; (2) JPMorgan and BNP Paribas did not prepare an independent set of financial projections for the Company, but instead relied upon the Company’s 2006 Budget numbers, the Parent’s 2006 financial projections for the Company, and the Parent’s pessimistic financial projections for the Company based on a “sensitivity analysis” which assumes a severe erosion of conditions in the North American market; (3) when compared to those of various analysts whose estimates concerning the Company were recently published, the projections employed by JPMorgan and BNP Paribas are the lowest; (4) the Company’s 2006 Budget numbers relied upon by JPMorgan and BNP Paribas were stale by the time the Offer was made, and the Parent’s 2006 projections less credible, because on February 16 the Company advised the Parent that its financial performance in 2006 would likely exceed the numbers in the 2006 budget; (5) continuing favorable conditions in North America, including higher prices and strong demand, are expected to generate earnings growth for the Company and its competitors, including Vulcan and Florida Rock, making highly suspect the “sensitivity analysis” prepared by Parent relative to its 2007 projections for the Company, which assumes an erosion of conditions in the North American marketplace; (6) the valuations in the Offer misleadingly fail to disclose the Company’s recently improved financial results, as in the Company’s announced Fourth Quarter and year-end 2005 financial results, which reported a 14% increase in net sales and a 27% increase in operating income from the same quarter of the prior year, with full-year sales up 15% and operating income up 18%; (7) the analyses by JPMorgan and BNP Paribas are also misleading, and flawed, because they rely on comparisons of the Company to European rather than North American companies and, at least according to some analysts, the Company has exposure to markets more similar to other U.S. and North American

and not European peers. Furthermore, a comparison of the daily stock price returns for the Company to (a) the Bloomberg Europe Building Materials Index and (b) the Bloomberg U.S. Building Materials Index indicates a much stronger correlation with the Company’s North American competitors. Using an EV/ EBITDA multiple of 8X (a U.S. industry multiple) results in an implied value for the Company’s common stock in the $90 per share range; (8) the Offer is misleading because Parent and Purchaser fail to disclose the positive aspects of the Company’s geographic presence such as the facts that (i) the Company’s presence in Western Canada, where oil prices have triggered a surge in construction markets, is a positive; (ii) a major aggregate operation on Texada Island, B.C. shipping aggregate into the California market addresses a growth market; (iii) the Company has a strong presence in the Chicago market, which is a good market with significant upside potential and (iv) the Company’s primary presence in the interior of North America is actually a significant plus-factor in that the interior market is protected from imports; (9) the Offer fails to disclose the true reasons for the Company’s historically depressed multiples, namely, that by virtue of the fact that Parent controls in excess of 50% of the Company’s shares, no other third party buyer would be interested, nor able, to make a bid for control of the Company; (10) the Offer omits key information regarding precedent going-private transactions analysis. The Offer describes an analysis done by JPMorgan and BNP Paribas of the premiums paid in purported precedent going-private transactions by controlling shareholders, but there is no disclosure as to which specific transactions they considered, and no details on these transactions, such as who the targets were, or the multiples to sales, EBITDA, or earnings at which the transactions were priced, are provided. Further, a review of Mergerstat data on “going-private” transactions allegedly performed by consultants to shareholder plaintiffs shows that from 1999-2005, the median premium price ultimately paid above the 1-week prior trading price was 35%. A 35% premium over the Company’s 1-week price of $64.00 indicates a fair premium value in excess of $86.00 per share; (11) the Offer omits any precedent industry transactions analysis, and a recent analysis allegedly prepared by consultants to shareholder plaintiffs demonstrates that the median EV/ EBIT and EV/ EBITDA multiples paid for transactions announced between 2/1/00-2/1/06, were 12.1x and 8.8x, respectively. Applying these multiples to the Company’s 2005 EBIT and EBITDA results in an implied value of $86.00-$90.00 per share; (12) the Offer is not credible because it states Parent and Purchaser “believe that the Offer Price to be received by the unaffiliated shareholders of the Company pursuant to the Offer and the Merger is fair to such unaffiliated shareholders” notwithstanding that the “Offer Price” is $75 per share and the Company’s stock currently trades at about $83 per share; (13) JPMorgan and BNP Paribas have not taken any position on the fairness of the price and have not provided any fairness opinion stating that they actually believe that $75 per share is a fair price to the Company’s minority shareholders; (14) the Offer omits material information with respect to the fees to be paid to JPMorgan and BNP Paribas for their work in connection with the Tender Offer. In addition to acting as the financial advisor to Parent and providing it with valuations used in the Offer JPMorgan and BNP Paribas have also entered into credit agreements with Parent. These agreements contemplate that JPMorgan and BNP Paribas will provide financing to complete the Offer and Merger for which they will be handsomely paid. There is no disclosure regarding the additional compensation JPMorgan and BNP Paribas will receive for financing the Offer and Merger; (15) the Offer fails to include much of the data used in the financial evaluations prepared by Parent, JPMorgan and BNP Paribas for which Parent claims that $75 per share is fair; (16) the Offer fails to present any discounted cash flow analysis for the Company, even though such an analysis is a standard measure used by valuation professionals to determine a present value of a company’s projections for future growth.


14.	Fees and Expenses

A discussion of fees and expenses with respect to the Amended Offer is set forth in “THE OFFER — Section 14. Fees and Expenses” in the Offer to Purchase.


15.	Miscellaneous

The discussion set forth in “THE OFFER — Section 15. Miscellaneous” in the Offer to Purchase is hereby amended and supplemented as follows:

The Amended Offer is being made solely by this Supplement, the Offer to Purchase and the revised (pink) Letter of Transmittal and is being made to the holders of Common Shares other than Parent and its subsidiaries. Purchaser is not aware of any state where the making of the Amended Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If Purchaser becomes aware of any valid state statute prohibiting the making of the Amended Offer or the acceptance of the Common Shares pursuant thereto, Purchaser will make a good faith effort to comply with such statute or seek to have such statute declared inapplicable to the Amended Offer. If, after such good faith effort, Purchaser cannot comply with such state statute, the Amended Offer will not be made to (nor will tenders be accepted from or on behalf of) holders of Common Shares in such state.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION ON BEHALF OF PARENT OR PURCHASER NOT CONTAINED HEREIN, IN THE OFFER TO PURCHASE OR IN THE REVISED (PINK)LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.

Purchaser and Parent have filed with the SEC Amendment No. 7 to the Tender Offer Statement on Schedule TO pursuant to Rule 14d-3 under the Exchange Act, together with all exhibits thereto, furnishing certain additional information with respect to the Amended Offer, which includes the information required by Schedule 13E-3. Such Schedule TO and any amendments thereto, including exhibits, should be available for inspection and copies should be obtainable in the same manner described in “THE OFFER — Section 7. Certain Information Concerning the Company — Available Information” in the Offer to Purchase.

EXCEPT AS OTHERWISE SET FORTH IN THIS SUPPLEMENT AND IN THE REVISED (PINK) LETTER OF TRANSMITTAL, THE TERMS AND CONDITIONS PREVIOUSLY SET FORTH IN THE OFFER TO PURCHASE REMAIN APPLICABLE IN ALL RESPECTS TO THE AMENDED OFFER, AND THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE OFFER TO PURCHASE AND RELATED LETTER OF TRANSMITTAL, AS THE SAME HAVE BEEN AMENDED.


	Efalar Inc.

April 7, 2006

Manually-executed facsimile copies of the original (yellow) or revised (pink) Letter of Transmittal, properly completed and duly executed, will be accepted. The original (yellow) or revised (pink) Letter of Transmittal, Share Certificates and any other required documents should be sent or delivered by each shareholder of the Company or such shareholder’s broker, dealer, commercial bank, trust company or other nominee to the Depositary, at the applicable address set forth below:

The Depositary for the Amended Offer is:


By Mail:	By Hand:	By Overnight Courier:
Computershare	Computershare	Computershare
Attn: Corp. Actions	Attn: Corp. Actions	Attn: Corp. Actions
PO Box 43014	250 Royall St.	250 Royall St.
Providence, RI 02940-3014	Canton, MA 02021	Canton, MA 02021

Any questions or requests for assistance or additional copies of this Supplement, the original (yellow) or revised (pink) Letter of Transmittal, the revised (green) Notice of Guaranteed Delivery and the other tender offer materials may be directed to the Information Agent at its address and telephone number set forth below. Shareholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Amended Offer.

The Information Agent for the Amended Offer is:

501 Madison Avenue, 20th Floor

New York, New York 10022

Shareholders Call Toll-Free:

(877) 825-8730 (English speakers)

(877) 825-8777 (French speakers)

Banks & Brokers Call Collect: (212) 750-5833

The Dealer Managers for the Amended Offer are:


J.P. Morgan Securities Inc. 277 Park Avenue New York, NY 10172 Toll Free: (800) 488-6809		BNP Paribas Securities Corp. The Equitable Tower, 787 Seventh Avenue New York, NY 10019 (212) 841-3204

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		other persons as set forth in the “INTRODUCTION” to this Supplement (which we call the “minimum tender condition”); and

	•	there have been validly tendered and not withdrawn a sufficient number of shares of Company common stock such that, upon acceptance for payment and payment for the tendered shares of Company common stock in the amended offer (and taking into account any exchangeable preference shares of Lafarge Canada to be accepted for payment pursuant to the amended exchangeable preference share offer), Parent will, directly or through wholly-owned subsidiaries, own a number of shares of Company common stock and exchangeable preference shares of Lafarge Canada representing at least 90% of the issued and outstanding shares of Company common stock and exchangeable preference shares of Lafarge Canada, taken together as a single class, as of the date the shares of Company common stock are accepted for payment pursuant to the tender offer.


		to February 3, 2006. Parent and Purchaser do not believe that the post-announcement trading price of the Common Shares is indicative of the fair value of the Common Shares, and thus did not consider it when making an assessment as to the fairness of the Original Offer and the Merger.”

	•	The Common Shares were, prior to the announcement of Parent’s intention to launch the Original Offer, trading at close to an all time high closing price and the Common Shares appreciated by 20% in the twelve months prior to February 3, 2006, by 128% in the three years prior to February 3, 2006 and by 145% in the five years prior to February 3, 2006. This demonstrates that the Original Offer Price is at a premium to a last prior trading price that already reflected favorable investor sentiment towards the Company’s performance and prospects and thus is at a premium to historical market prices. The premium of the Original Offer Price over historical market prices will allow long-term shareholders of the Company to realize significant capital gains.

	•	Both the Original Offer Price and the trading price of the Common Shares immediately prior to announcement of the Original Offer imply a valuation of the Company (as shown by the ratio of firm value to EBITDA) that is materially higher than during most periods over the past five years. The ratio of firm value to 2005 EBITDA is 6.5x when firm value is calculated based on the closing price per Common Share on February 3, 2006 and 7.7x when firm value is calculated using the Original Offer Price, in comparison with an average ratio of firm value to last twelve months EBITDA of 4.9x over the period between September 1998 and February 2006.

	•	The analyses contained in the presentation provided by JPMorgan and BNP Paribas described below, which include a comparison of certain financial, operating and stock market data and forecasted financial information for selected publicly-traded companies in the building materials industry to similar information for the Company and an overview of premiums paid in other buy-in transactions. A summary of the JPMorgan and BNP Paribas presentation, which does not express an opinion with respect to the fairness of the Original Offer Price, is set forth in the Offer to Purchase under “SPECIAL FACTORS — Section 4. Summary of JPMorgan and BNP Paribas presentation to Parent’s Board of Directors.” In particular, Parent and Purchaser considered the following:


		other person, (B) other securities in respect of, in lieu of or in substitution for Shares outstanding on February 5, 2006, or (C) debt securities or any securities convertible into or exchangeable for debt securities or any rights, warrants or options entitling the holder thereof to purchase or otherwise acquire any debt securities, (ii) purchased or otherwise acquired, or proposed or offered to purchase or otherwise acquire, any outstanding Common Shares or other securities, (iii) proposed, recommended, authorized, declared, issued or paid any dividend or distribution on any Common Shares or any other security, whether payable in cash, securities or other property, other than the payment of the dividend in the amount of $0.24 already declared by the Company and paid on March 1, 2006, (iv) altered or proposed to alter any material term of any outstanding security, (v) incurred, agreed to incur or announced its intention to incur, any debt other than in the ordinary course of business and consistent with past practice, (vi) authorized, recommended, proposed or publicly announced its intent to enter into any merger, consolidation, liquidation, dissolution, business combination, acquisition or disposition of assets or securities other than in the ordinary course of business, any material change in its capitalization or business operations, any release or relinquishment of any material contractual or other rights or any comparable event, or taken any action to implement any such transaction previously authorized, recommended, proposed or publicly announced or (vii) entered into or amended any other agreement or otherwise effected any other arrangement with any other party or with its officers or other employees of the Company that might, individually or in the aggregate, have an Adverse Effect or result in a Diminution in Value;

	•	the Company has amended, or proposed or authorized any amendment to, its certificate of incorporation or by-laws or similar organizational documents or Purchaser has learned that the Company has proposed, adopted or recommended any such amendment which has not previously been publicly disclosed by the Company and also set forth in filings with the SEC;

	•	a tender or exchange offer for some portion or all of the Common Shares and/or Exchangeable Preference Shares has been commenced or publicly proposed to be made by another person (including the Company), or it shall have been publicly disclosed or Purchaser has learned that (i) any person (including the Company), entity or “group” (as defined in Section 13(d)(3) of the Exchange Act) has acquired or proposed to acquire more than five percent of the Common Shares and Exchangeable Preference Shares, taken together as a single class, or has been granted any option or right, conditional or otherwise, to acquire more than five percent of the Common Shares or Exchangeable Preference Shares, taken together as a single class, other than acquisitions for bona fide arbitrage purposes and other than acquisitions by persons or groups who have publicly disclosed in a Schedule 13D or 13G (or amendments thereto on file with the SEC) such ownership on or prior to February 5, 2006, (ii) any such person, entity or group who has publicly disclosed any such ownership of more than five percent of the Common Shares and Exchangeable Preference Shares, taken together as a single class, prior to such date has acquired or proposed to acquire additional Common Shares and or Exchangeable Preference Shares constituting more than one percent of the Common Shares and Exchangeable Preference Shares, taken together as a single class, or has been granted any option or right to acquire more than one percent of the Common Shares and Exchangeable Preference Shares, taken together as a single class, (iii) any such person, entity or group shall have entered into a definitive agreement or an agreement in principle or made a proposal with respect to a tender offer or exchange offer for some portion or all of the Common Shares and/or Exchangeable Preference Shares, or a merger, consolidation or other business combination or sale of assets (other than in the ordinary course of business) with or involving the Company or (iv) any person has filed a Notification and Report Form under the HSR Act (as defined herein) or made a public announcement reflecting an intent to acquire the Company or assets or securities of the Company;

	•	any change (or any condition, event or development involving a prospective change) has occurred or is threatened in the general economic, financial, currency exchange or market conditions in the


		United States or abroad that has or might have an Adverse Effect or results or might result in a Diminution in Value;

	•	the Company has transferred into trust, escrow or similar arrangement any amounts required to fund any existing benefit, employment or severance agreements with any of its employees or shall have entered into with its employees or otherwise effected any additional benefit, employment, severance or similar agreements, arrangements or plans other than in the ordinary course of business, or entered into or amended any agreements, arrangements or plans with an employee or employees so as to provide for increased benefits as a result of or in connection with the transactions contemplated by the Amended Offer or the Merger, which in each case with respect to every matter referred to above makes it inadvisable to proceed with the Amended Offer or with the acceptance for payment of, or the payment for, the Common Shares.