Meyer Intnl. PLC - Saint-Gobain Stmnt Re Offer

RNS Number:7600E
Meyer International PLC
1 February 2000


           SAINT-GOBAIN ANNOUNCES A RECOMMENDED CASH OFFER FOR
              MEYER INTERNATIONAL PLC TO CREATE THE LEADING
                       EUROPEAN BUILDERS' MERCHANT

The Board of SAINT-GOBAIN met on 27 January 2000 and unanimously approved
the  launch of a recommended cash offer for MEYER INTERNATIONAL PLC,  the
UK's  leading  builders' merchant. MEYER INTERNATIONAL is  listed  on  the
London  Stock  Exchange  (MYER.L). This  acquisition  will  significantly
increase  SAINT-GOBAIN's position in building materials distribution  and
create  a  leading  position  in Europe,  where  markets  are  large  but
fragmented. MEYER INTERNATIONAL's turnover is expected to be  about  28bn
(#1.7bn)  in  2000;  SAINT-GOBAIN's turnover  in  this  business  is  4.1bn
(#2.5bn).

The  offer price of 515 pence per share represents a premium of 61%  over
the  mid  market closing price of 320 pence on 28 January 2000 (i.e.  the
last   available   share  price  before  SAINT-GOBAIN  approached   MEYER
INTERNATIONAL). The price offered also represents a 41% premium over  the
average  share  price for the month to 28 January 2000.  The  transaction
values  the issued equity of MEYER INTERNATIONAL at approximately  1,726m
(#1,040m) and net debt on 30 September 1999 was 375bn (#226m).

The Board of MEYER INTERNATIONAL has unanimously agreed to recommend the
offer to shareholders

MEYER  INTERNATIONAL  generates over 80% of its sales  and  profits  from
building  materials distribution, is the number 1 (16% market  share)  in
the UK for the distribution of building materials products, and number  2
for plumbing products (15% market share).

The Building Materials Distribution division of SAINT-GOBAIN operates  in
these  two markets in France via its subsidiaries Point P/Lapeyre and  La
Plateforme  du  Batiment. Turnover was around 41bn (#2.5bn)  in  1999,  of
which  85%  was in building materials and 15% in plumbing.  The  division
grew turnover by on average 13% p.a. in the last four years.

The  acquisition  of  MEYER  INTERNATIONAL  will  make  SAINT-GOBAIN  the
European  market  leader  in  building  materials  distribution,  with  a
multi-format,  multi-brand  product range.  The  two  businesses  are  an
excellent   fit  technically  and  commercially  and  are  geographically
complementary in Europe. This alliance will provide the customers of both
companies  with a wider range of products and will build on the strengths
of Point P and Lapeyre in France and MEYER INTERNATIONAL in the UK. On  a
pro  forma  basis, the combined sales of the businesses would  have  been
around  7bn (#4.2bn) in 1999. The deal will increase the contribution  of
building  materials distribution to SAINT-GOBAIN's turnover from  18%  to
27% and its contribution to operating profit from 11% to 17%.

The  deal  will allow SAINT-GOBAIN to benefit from substantial synergies,
which  are  expected  to arise from both increased purchasing  power  and
sharing of best practices (marketing, logistics, information systems)  in
France and the UK as well as in the rest of Europe. The acquisition  will
be earnings enhancing for SAINT-GOBAIN from 2001.

                      Investor Relations Department

Florence TRIOU-TEIXEIRA                            Tel.: [phone]
Lounis BEKKAT                                      Tel.: [phone]
                      fax : [phone]







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