Displaying items by tag: Switzerland

On the face of it this week's 'news' that CRH expects to receive the regulatory decisions it needs on its Euro6.5bn purchase of Lafarge and Holcim's joint divestments without significant delay is not particularly ground-breaking. However, the press release helpfully suggests that the deal will proceed according to CRH's desired outcome and only needs to be rubber-stamped. This is not strictly the case, with approval required in the EU, Philippines, Brazil, Canada and Serbia.

So... this story could just be incidental 'puffery' and the timing irrelevant. However, if read in the context of the letter concerning the acquisition from CRH Chairman Nicholas Hartery to company shareholders, it makes for a far more interesting read. Issued on 20 February 2015, the letter notifies shareholders of CRH's planned Extraordinary General Meeting (EGM) on 19 March 2015 and it starts fairly innocuously. The Chairman recommends that shareholders approve CRH's resolution to proceed with the acquisition of the LafargeHolcim assets. He describes the strong overlap between the divestments and CRH's existing portfolio, as well as the financial reasons behind the move. So far, as expected.

However, later in the document, the language gets fairly heated, bordering on bizarre in places. Hartery says that CRH has given 'hell or high-water' commitments to Lafarge and Holcim regarding the purchase This language indicates the importance of the deal to the board and possibly the level of personal involvement in the process to this point.

'What has CRH done?' we are supposed to ask. Are we led to believe that CRH has, in poker parlance, gone 'all in?' Any shareholders that are in doubt as to the board's position need look no further than the section concerning 'break fees.' If CRH backs away from the deal for any reason, for example by failing to approve the resolution at the EGM, the company will have to give a combined Euro158m to Lafarge and Holcim. This would be a sizeable headache and CRH can take no chances.

Returning to CRH's press release, its timing is even more intriguing when we consider reports out of Switzerland this week. Swiss newspaper Sonntagszeitung reports that Holcim has considered offering its shareholders a 'sweetener' to win their approval for the merger. It says that this could involve 'creative methods' to sway its shareholders into backing the deal, including a generous special dividend or a share buyback. The paper reports that Holcim is wary of not securing investor approval for a capital increase for financing, which is required for it to satisfy its side of the deal.

Holcim's actions may in turn be motivated by Reuters reports from 23 February 2015, which state that analysts have seen a potential divergence in earnings outlooks between Lafarge and Holcim as a potential 'spanner in the works' of the deal. This is in response to Lafarge's apparent poor performance relative to Holcim in the fourth quarter of 2014. Reuters even refers to analysts' rumblings that the terms of the whole mega-merger may be up for renegotiation in light of this.

CRH has said that it is prepared to move hell and high water to buy the LafargeHolcim divestments, but will it be able to if there is no LafargeHolcim from which to divest?

The full letter to CRH shareholders and associated information about the proposed CRH acquisition of Lafarge and Holcim's proposed divestments can be seen here. 

On 15 January 2015, the Swiss National Bank (SNB) abandoned the Euro1.20 cap on the Swiss Franc. The effects of the decision were immediate, with the value of a Franc dropping from Euro1.20 to just Euro0.99. The decision caused turmoil for currency brokers and big business in Switzerland's normally bullet-proof finance sector, with some brokers out of business by the end of the same day.

It is not hard to see why these brokers were caught out by the sudden change in the SNB's position. On 18 December 2014 Thomas Jordan, Chairman of the SNB's Governing Board, stated in no uncertain terms that, "The SNB remains committed to purchasing unlimited quantities of foreign currency to enforce the minimum exchange rate with the utmost determination." In research conducted by Bloomberg News on 9 - 14 January 2015, not one of 22 economists questioned expected the SNB to abandon the cap in 2015. That's quite an about-turn by the SNB in less than a month.

The decision to 'scrap-the-cap' shows the potential of outside influences to suddenly unseat even the most secure of businesses. Such companies include Holcim, the share-price of which went on a rollercoaster on the SIX Swiss Exchange in the immediate aftermath of the announcement. At one point on 15 January 2015 Holcim had lost 20% of its value before closing 11% down on the day. It has since recovered somewhat, although a whopping Euro3bn of its capital has been swallowed up due to the plummeting Franc.

Following the sudden changes to its circumstances, Holcim immediately reinforced its commitment to its merger with Lafarge. "Regarding a possible impact on the combination with Lafarge, what we can say is that we remain committed to the merger," said spokesman Eike-Christian Meuter. There was an almost simultaneous reciprocal statement from the French producer, also stating its commitment. No change there then.

The calmness of Holcim's statements was broadly in line with commentary from bankers, which stated that large deals were unlikely to be affected by the change. This is because Swiss firms can insure themselves against the effects of such moves. Another 'get-out of jail free card' could have been a material adverse change (MAC) clause. If in place a MAC would allow the merging parties to terminate a transaction if an external event significantly changes the outlines of the deal. It is not possible to know whether Lafarge and Holcim have such a clause due to confidentiality issues.

Despite the fundamentals of the LafargeHolcim merger appearing to be unaffected, the scrapping of the Franc cap is an excellent example of how external policy makers can have a direct and unexpected impact on the underlying conditions of the global cement industry. Another major external influence at present is the low oil price, mainly affected by the oil producing cartel OPEC. HeidelbergCement said this week that it expects the oil price fall to have a positive impact on its profit in 2015. It makes 80% of its revenue in oil-importing countries, which should see reduced transport and production costs. This will result in improved economic conditions, higher levels of construction and hence cement production. For HeidelbergCement 2015 could be a case of costs down, sales up.

That surely sounds like good news, for some stagnant 'old' developed economies at least. However, in the world of 'new normals' it is the IMF that has sounded the biggest warning this week. It dropped its 2015 global economic growth forecast from 3.8% to 3.5%. As fuel prices slump, so too has inflation. In the EU this has resulted in deflationary pressures that could yet stump the recovery. Consumers (and construction firms alike) may go from a position of not being able to afford things, to not wanting to buy them. In the longer term, this may be yet more bad news for the cement sector in established markets.

France/Switzerland: Holcim and Lafarge have announced the executive committee for the proposed merged company, LafargeHolcim, due to be formed in the first half of 2015. As previously announced, Lafarge's current CEO Bruno Lafont will become LafargeHolcim's first CEO and the chairman of the new board will be Wolfgang Reitzle, currently chairman of Holcim.

Lafont will lead a project team of 10 managers from both Holcim and Lafarge to handle the transition. Once the merger is finalised, the members of this project team will be officially appointed members of the Executive Committee.

The future executive committee is composed of:

• Finance: Thomas Aebischer, currently in charge of Finance at Holcim;
• Integration, Organisation and Human Resources: Jean-Jacques Gauthier, currently in charge of Finance at Lafarge;
• Europe: Roland Köhler, currently in charge of Europe at Holcim;
• Asia Pacific: Ian Thackwray, currently in charge of East Asia Pacific and Trading at Holcim;
• Middle-East Africa: Eric Olsen, currently in charge of Operations at Lafarge;
• North America: Alain Bourguignon, previously in charge of North America and UK at Holcim;
• Latin America: Saâd Sebbar, currently in charge of Morocco at Lafarge;
• Performance and Cost: Urs Bleisch, currently in charge of Corporate Functions at Holcim;
• Growth and Innovation: Gérard Kuperfarb, currently in charge of Innovation at Lafarge;

In India both companies are well on track in preparing the merger of Holcim and Lafarge, with the future structure for the subcontinent to be announced in due course upon clearance by the Competition Commission of India.

The current executive committees of Holcim and Lafarge remain in charge and accountable for the activity and operations of their respective groups until completion of the merger. Both groups continue to operate entirely separately as competitors until the merger is completed.

The selection and nomination process for the rest of the leadership team is also well underway. Apart from the future executive committee, the following direct reports of the future CEO have been selected under project mode:

• Strategy and M&A, Christof Haessig, currently in charge of Corporate Finance and Treasury at Holcim;
• Communication, Public Affairs and Sustainable Development, Alexandra Rocca, currently in charge of Communication, Public Affairs and Sustainable Development at Lafarge;
• Legal, Xavier Dedullen, currently in charge of Legal & Compliance at Holcim;
• Health and Safety, Sapna Sood, currently in charge of Health and Safety at Lafarge.

Switzerland: Holcim Group has announced that Jacques Bourgon, its current head of occupational health and safety, senior advisor to the CEO and senior manager has decided to resign from the group to pursue challenges outside Holcim. He will leave on 31 December 2014. Holcim thanked Jacques Bourgon for his valuable contributions over his 24 years at the company.

Switzerland: Onne van der Weijde, Area Manager for India until 25 April 2014, and member of Holcim Senior Management, will leaves Holcim effective from 1 June 2014. The member of the Holcim Executive Committee, Bernard Terver, responsible for the Indian Subcontinent, will take over direct responsibility for the country.

Switzerland: Holcim's board of directors plan to nominate Jürg Oleas for election as a new board member at the company's annual general meeting on 29 April 2014.

Oleas, aged 56 and a Swiss national, holds an MSc in mechanical engineering from the Swiss Federal Institute of Technology in Zurich. He is the CEO of GEA Group AG, a Dusseldorf-based mechanical engineering company listed on Germany's MDAX stock index. Before joining the GEA Group, he spent nearly 20 years with ABB and the Alstom Group, where he held several management positions.

The Holcim board of directors also intend to propose the election of Wolfgang Reitzle as the new chairman. He will be proposed to succeed Rolf Soiron, who has been the chairman for the past 11 years and a member of the board of directors for 20 years.

Switzerland: Bernard Terver, Member of the Holcim Executive Committee, has been appointed head of a company region encompassing Africa, Middle East and the Indian subcontinent. The appointment caps a series of changes in the company's senior management. All changes become effective on 1 January 2014.

Onne van der Weijde will remain Area Manager for India and will assist in the restructuring of Holcim's subsidiaries, ACC and Ambuja Cements. Javier de Benito will remain Area Manager for Africa and the Middle East, reporting directly to Terver. Member of the Holcim Executive Committee, Ian Thackwray will become responsible for East Asia, South East Asia, Oceania and Holcim Trading.

Daniel Bach, currently CEO of Holcim Romania, will be appointed Area Manager for South East Asia and member of senior management of Holcim. Alain Bourguignon, currently CEO of Aggregate Industries UK, will be appointed Area Manager for North America / UK and member of senior management of Holcim. He will report directly to the CEO of Holcim. Investor Relations and Risk Management will now report to CFO Thomas Aebischer.

Member of the Holcim Executive Committee Paul Hugentobler, currently responsible for South Asia and the ASEAN nations (Association of Southeast Asian Nations excluding the Philippines), will be retiring upon reaching the statutory age limit in February 2014. He will act as an advisor to the CEO of Holcim starting from 1 January 2014.

The area of responsibility of Holcim Executive Committee members Roland Köhler, in charge of Europe excluding the UK, and Andreas Leu, responsible for Latin America, will remain unchanged.

Switzerland: Swiss-based multinational building materials producer Holcim has announced that Wolfgang Reitzle will take over as chairman in 2014. To ensure continuity, current chairman Rolf Soiron has been proposed for re-election at the annual general meeting of 17 April 2013. Also at the meeting the board of directors will propose the election of Hanne Birgitte Breinbjerg Sørensen and Anne Wade to the board of directors of Holcim.

Sørensen is currently the CEO of Maersk Tankers based in Copenhagen, one of the world's largest tanker operators. She holds an MSc in Business Economy from the University of Aarhus.

Wade, an investor with extensive experience in capital markets, was the Senior Vice President and Director of an investment management company, Capital International, based in London from 1995 to 2012. She graduated with a BA from Harvard University and holds a Master of Science from the London School of Economics.

In addition the board of directors is proposing the re-election of Beat Hess for a three year term. He is currently deputy chairman of the board of directors. Markus Akermann and Peter Küpfer are no longer available for re-election. Christine Binswanger has resigned from the board effective from the date of the meeting.

US/Switzerland: Holcim US has announced that its president and CEO, Bernard Terver, will join the executive committee of the company's parent Holcim Ltd.

As part of the 'Holcim Leadership Journey,' an initiative which streamlines and strengthens operations, Terver will also assume responsibility for the new group region of North America, comprising Holcim US, Holcim Canada, Aggregate Industries (US) and Aggregate Industries UK. Filiberto Ruiz will serve as deputy chief executive officer of Holcim (US) and Aggregate Industries US. Prior to his promotion, Ruiz was senior vice president of sales and marketing for Holcim US.

"I'm confident that these management changes will reinforce our commitment to customer excellence and to the development of our employees as they become the next generation of leaders," said Bernard Terver, president and CEO of Holcim US. "Filiberto's experience makes him an excellent choice for this new role and I am looking forward to collaborating as the company advances."

"I am honoured to have been appointed to lead US operations," said Filiberto Ruiz, deputy chief executive officer of Holcim (US) and Aggregate Industries US. "Holcim US and Aggregate Industries US are solid organisations and I look forward to continuing to build on the work that has taken place under Bernard's leadership."

Terver has been president and CEO of Holcim US since October 2008 and Aggregate Industries US since 2010. In the same year he also became area manager. He joined Holcim in 1994 when his employer CEDEST was acquired by Holcim France. In 1999, he became chief executive officer of Holcim Colombia and in 2003 was appointed area manager for the Andes nations, Central America and the Caribbean.

Ruiz began his career with the Holcim Group in 1986 as electrical supervisor with Holcim Apasco in Mexico, later becoming plant manager. In 1999 he became regional vice president for manufacturing at Holcim US. He returned to Holcim Apasco as cement operations, vice president and moved back to Holcim US in 2006 as senior vice president for manufacturing. He has been in his current role, senior vice president for sales and marketing, since 2010.