LONDON - Vesuvius plc confirmed today it has received multiple unsolicited takeover proposals from RHI Magnesita N.V. since September 2025, according to a press release statement.
The latest proposal, received on August 27, comprises 470 pence per ordinary share in cash and 0.28 new RHI shares for every 10 Vesuvius shares. Based on RHI’s one-month volume-weighted average price as of August 27, the proposal values Vesuvius shares at 551 pence each. Vesuvius shareholders would receive approximately 7.1 million new RHI shares and own about 13% of the enlarged company.
The proposal includes the right to receive Vesuvius’s interim dividend of 7.1 pence per share without reduction in the offer value.
Cevian Capital AB, a Vesuvius shareholder since 2012, provided RHI with an irrevocable undertaking on August 27 supporting a recommended offer on these terms. Cevian has a director appointed to Vesuvius’s board.
The Vesuvius board is evaluating the latest proposal with its financial and legal advisers. The company has previously rejected multiple proposals from RHI, including the first unsolicited cash offer of 448 pence per share received on September 29, 2025.
On March 17, Vesuvius received an all-cash proposal of 550 pence per share and granted RHI access to conduct due diligence. A subsequent proposal on June 23 maintained the 550 pence valuation but replaced approximately 17% of the cash consideration with new RHI shares. The board unanimously rejected that proposal on June 29.
Under UK takeover rules, RHI must announce a firm intention to make an offer or withdraw by October 27.
Vesuvius has 255,442,891 ordinary shares issued, with 248,171,717 voting rights after excluding treasury shares.
J.P. Morgan Cazenove, Rothschild & Co, and Perella Weinberg are advising Vesuvius.
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