NJ-GAF

GAF, North America’s largest roofing manufacturer, announced today that it has entered into a definitive agreement to acquire Icopal (“the Company”), a leading pan-European manufacturer of roofing and other waterproofing products, from Investcorp Ltd for approximately €1 billion. The transaction, which builds upon GAF’s market-leading products by adding a portfolio of high-quality brands in Europe and the United States, will create the world’s pre-eminent roofing company. The acquisition is expected to close by the second quarter of 2016.

Founded in 1876 and headquartered in Herlev, Denmark, Icopal is widely recognized in Europe as the leader in modified bitumen membranes and has a significant and growing presence in single-ply and liquid roofing products. The Company also provides products and solutions for the residential roofing, building membranes, below grade waterproofing and civil engineering markets. Icopal operates 36 state-of-the-art production sites, employs approximately 3,500 employees worldwide, and has annual revenues of approximately €1 billion (US$1.1 billion). Icopal’s operations and sales are currently concentrated in some of Europe’s largest economic regions including Germany, the United Kingdom, France and Scandinavia. The Company’s various brands – including Icopal, Siplast, Vedag, Wolfin and Villas – are all leaders in their respective markets. In the United States, Icopal’s Siplast business has achieved a leading position in the high-end bitumen membrane segment of the commercial roofing market. Siplast will continue to operate as an independent premium roofing manufacturer with an emphasis on a high level of frontline service.

This acquisition marks a major milestone in GAF’s history and reflects the continued significant investment in its commercial business. This transaction will enable the combined company to leverage best practices and technologies on both sides of the Atlantic and provide GAF with new markets for both existing and complementary product offerings. GAF will continue to provide unparalleled customer service, with a focus on delivering innovative solutions, to its customers on a worldwide basis. The combined company will have nearly $4 billion in sales across more than 80 countries and 6,500 employees.

Additionally, Building Materials Corporation of America (“BMCA”), GAF’s parent company, announced today that it will be renamed Standard Industries Inc. Drawing on GAF’s founding as the Standard Paint Company in 1886, Standard Industries is a global diversified industrial holding company. Following the recent acquisitions of Specialty Granules Inc., a leading domestic aggregates manufacturer, and Quest Construction Products, the largest supplier of fluid-applied roofing systems and roof-coating products in North America, as well as the acquisition of Icopal announced today, the new name, Standard Industries, reflects the company’s expanded brands, product offerings and global reach.

“We are proud to combine Icopal and GAF, two leaders in their respective markets for over 100 years that share a culture of meritocracy, quality and customer service, and a passionate focus on developing their people” said David Millstone and David Winter, co-Chief Executive Officers of Standard Industries and Chief Investment Officers of 40 North Management, a privately-held investment affiliate. “We look forward to leveraging our most innovative ideas for the benefit of our customers. The enhanced scale and financial strength of our combined company positions us to lead the roofing industry on both sides of the Atlantic and beyond. This is a transformative first step for our company in its vision to be a leading global industrial manufacturer.”

“We have tremendous respect for Icopal’s talented management team, and we welcome all of Icopal’s employees to the GAF family,” said Bob Tafaro, President and Chief Executive Officer of GAF. “It is an established European leader with a strong business mix and a well-deserved reputation for the superb quality of its products, operations and people. We are also encouraged by the European business’s growth in single-ply and liquid products and by the strategic vision of the Icopal team for those businesses. With its unparalleled reach across countries, distributors, contractors and building owners, Icopal is uniquely positioned to capitalize on the opportunities created by technological shifts – and GAF will be there to share its expertise and its resources.”

Moelis & Company served as exclusive financial advisor for Standard Industries, and Sullivan & Cromwell as legal advisor in this transaction.

About GAF

Founded in 1886, GAF is the largest roofing manufacturer in North America, with approximately 3,000 employees and 29 manufacturing plants. The company’s products include a comprehensive portfolio of steep-slope and commercial roofing systems, which are supported by an extensive national network of factory-certified contractors. For more information about GAF, visit www.gaf.com .

About Icopal

Icopal is a European leader in high-end roofing products and waterproofing solutions. With 165 years of experience in roofing and waterproofing, Icopal currently operates 36 production sites and 88 sales offices throughout Europe and the US. For more information see www.icopal.com .

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Contact:

GAF
David Silverman, 973-531-2869
Manager Business Communication
dsilverman@gaf.com