Displaying items by tag: Competition

Namibia: The Namibian Competition Commission (NaCC) has imposed a US$269m fine on two companies for completing a merger without prior approval. The acquisition of Hong Xiang Holdings’ shares by Wang Zhongke from Fan Qingmei led to the companies being fined after an investigation found that the merger would create a monopoly in the cement market. NaCC spokesperson Dina Gowases stated that the merger failed to meet the notification requirements under the Competition Act, aimed at safeguarding competitive markets crucial for the construction industry and the national economy. The settlement also requires the companies to implement a competition law compliance programme in Namibia.

Saint-Gobain looks set to increase its presence in the construction chemicals market this week when it announced a deal to buy Fosroc. A definitive agreement has been set for the acquisition valued at just over US$1bn. The purchase will be financed in cash and is expected to close in the first half of 2025.

The light construction materials company has been growing its construction chemicals capabilities for several years now. In 2021 it acquired Chryso for Euro1.02bn and then it bought GCP Applied Technologies for Euro2.3bn in 2022. Acquisitions of smaller companies in the sector, including Duraziv and IMPAC, also took place. With regards to the proposed Fosroc transaction, Saint-Gobain highlighted in its press release that the deal was “supported by solid macroeconomic factors including the transition towards low-carbon concrete.” It also noted that Fosroc’s geographic profile would strengthen its own presence in emerging markets such as India and the Middle East. Chryso’s market share is mainly in Europe, Turkey and Africa. GCP’s is in North America, Latin America and Asia-Pacific.

As Riccardo Stoppa, Saint-Gobain’s Business Director of Cement additives related to Global Cement Magazine in our May 2024 issue, the Construction Chemicals Business Unit of Saint-Gobain’s High Performance Solutions (SGHS) division broadly produces two groups of products for the cement and concrete sector: additives and admixtures; and a wider range of more recent products using newer chemistry approaches. Saint-Gobain’s total annual revenue is around €48bn/yr with SGCC’s contribution weighing in at around €1bn/yr. Most of that latter revenue derives from the former businesses of Chryso and GCP. Finally, Stoppa highlighted SGCC’s strength in North America, Europe and China but also highlighted the potential in the Middle East for its products. That last point makes interesting reading in light of the current Fosroc deal.

India was flagged as a benefit of the proposed Fosroc purchase. If any further reminder of the growth and market consolidation taking place there were needed, UltraTech Cement revealed this week that it is in the process of buying a 23% share of The India Cements. This story ties into the rivalry between the country’s two largest cement companies. Both UltraTech Cement and Adani Group are mounting up production capacity at pace through both acquisitions and by building new plants. All of this is rosy news for a company selling additives and admixtures to the cement and concrete market.

Saint-Gobain latest acquisition is subject to the usual regulatory conditions as one might expect. Yet, what Saint-Gobain didn’t mention in its statement, was that it reportedly had one of its sites in Türkiye visited in late 2023 as part of an international investigation into anti-competitive behaviour in the sector. Switzerland-based Sika was also linked to the case at the time. The UK-based Competition and Markets Authority (CMA) announced in October 2023 that it had launched an investigation into suspected anti-competitive conduct in relation to the supply of chemicals for use in the construction industry. It said it was working with the European Commission and that it had been in contact with other authorities, including the US Department of Justice, Antitrust Division. At this time Sika confirmed to Construction News that inspections had taken place into “suspected antitrust irregularities in the area of additives for concrete and cement.” However, it is important to note here that these were merely information gathering activities and no accusations of any breaches of competition law have been made so far. All of this suggests that Saint-Gobain does not seem too troubled by the interest of the various competition bodies with regards to its expansion plans.

In his interview, Stoppa told Global Cement Magazine that SGCC’s products allow cement and concrete producers to reduce the amount of cement used in their concrete. This is almost heretical thinking to a world that produces too much clinker. Yet Saint-Gobain is betting on exactly this outcome through the expansion of its construction chemicals division. Its purchase of Fosroc is the latest stage in this line of thought. It’s not the only company doing this. In May 2023 Sika completed its purchase of MBCC Group, another admixture manufacturer. Further sector consolidation looks likely.

Before Russia invaded mainland Ukraine on 24 February 2023, many predicted that full-scale conflict would be averted. When the attack began, Russian President Vladimir Putin himself expected a 10-day war, according to think tank RUSI. 15 May 2024 marks two years, two months and three weeks of fighting, with no end in sight.

Ukrcement, the Ukrainian cement association, recently published its cement market data for 2023, the first full year of the war. The data showed domestic cement consumption of 5.4Mt, up by 17% year-on-year from 4.6Mt in 2022, but down by 49% from pre-war levels of 10.6Mt in 2021. In 2023, Ukraine’s 14.8Mt/yr production capacity was 2.7 times greater than its consumption, compared to 1.4 times in 2021. Of Ukraine’s nine cement plants, one (the 1.8Mt/yr Amwrossijiwka plant in Donetsk Oblast) now lies behind Russian lines. Four others sit within 300km of the front line in Eastern and Southern Ukraine. Among these, the 4.4Mt/yr Balakliia plant in Kharkiv Oblast, the largest in the country, first fell to the Russians, but was subsequently liberated in September 2022.

Before the war, Ukrcement’s members held a 95% share in the local cement market. Their only competitors were Turkish cement exporters across the Black Sea, after the Ukrainian Interdepartmental Commission on International Trade successfully implemented anti-dumping duties against cement from Moldova and now-sanctioned Belarus and Russia in 2019. Since then, Turkish cement has also become subject to tariffs of 33 – 51% upon entry into Ukraine, until September 2026. The relative shortfall in consumption has led Ukraine’s cement producers to lean on their own export markets. They increased their exports by 33% year-on-year to 1.24Mt in 2023, 330,000t (27%) of it to neighbouring Poland.

Russia’s invasion has made 3.5m Ukrainians homeless and put the homes of 2.4m more in need of repair. In a report published in Ukrainian, the US Agency for International Development (USAID) set out its three-year rebuilding plan for the country. USAID projects an investment cost of €451bn, with the ‘main task’ besides homebuilding being to increase the share of industrial production in the economy. Ukraine is 90% equipped to produce all building materials required under the plan. Their production, in turn, will create or maintain 100,000 jobs and US$6.5bn in tax revenues. Reconstruction will also involve the Ukrainian cement industry returning to close to full capacity utilisation, producing 15 – 16Mt/yr of cement.

CRH, an established local player of 25 years, looks best set to claim a share of the proceeds. Stepping down an order of magnitude from billions to millions, Global Cement recently reported CRH’s total investments in Ukraine to date as €465m. Since war broke out, the company has more than tripled its rate of investment, to €74.5m. The Ireland-based group is in the protracted administrative process of acquiring the Ukrainian business of Italy-based Buzzi. If successful, the deal will raise its Ukrainian capacity by 56%, to 8.4Mt/yr – 57% of national capacity. This unusual clumping of ownership may be made possible by the participation of European Bank for Reconstruction and Development in partly acquiring the assets, as per a mandate letter signed with CRH in 2023.

Leading Ukrainian cement buyer Kovalska Industrial-Construction Group bemoaned the anticipated increase in market concentration. On the one hand, this sounds like a classic tiff between cement producers and users with shallow pockets. On the other hand, an antebellum allegation of cement industry cartelisation should give us pause for thought. Non-governmental organisation The Antitrust League previously reported Ukraine’s four cement producers to the government’s Anti-Monopoly Committee for alleged anticompetitive behavior. This was in September 2021, when Ukraine was barely out of lockdown, let alone up in arms. With all that has happened since, it may seem almost ancient history, yet the players are the same, CRH and Buzzi among them.

Ukrcement and its members have secured favourable protections from the Trade Commission, and, for whatever reasons, evaded the inconvenience of investigation by the Anti-Monopoly Committee – a state of affairs over which the Antitrust League called the committee ‘very weak.’ The league says that producers previously raised prices by 35 – 50% in the three years up to 2021. In planning a fair and equitable reconstruction, Ukrainians might reasonably seek assurance that this will not happen again.

All these discussions are subject to a time-based uncertainty: the end of the war in Ukraine. A second question is where the finances might come from. The EU approved funding for €17bn in grants and €33bn in loans for Ukraine on 14 May 2024. Meanwhile, countries including the UK have enacted legislation to ensure Russia settles the cost of the conflict at war’s end. If Ukraine achieves its military aims, then the finances may flow from the same direction as did the armaments that demolished Ukrainian infrastructure in the first place.

The first piece of Ukraine annexed by Russia was Crimea in February 2014, making the invasion over a decade old. Against such a weight of tragedy, the country cannot lose sight of the coming restoration work, and of the need to ensure that it best serve Ukrainians.

Cemex announced this week that it is preparing to sells its operations in the Philippines to a consortium comprising Dacon, DMCI Holdings and Semirara Mining & Power. Rumours of the divestment first started to appear in the media in February 2024.

The main part of the deal covers Cemex’s cement subsidiaries, APO Cement and Solid Cement, which have been valued at an enterprise value of US$660m. However, this becomes confusing because the actual selling price is the enterprise value minus the net debt and adjusted for the minority shareholding of one of the parent companies, Cement Holdings Philippines (CHP). The deal also includes the sale of a 40% stake in APO Land & Quarry and Island Quarry and Aggregates. Based on a press release issued by CHP to the Philippine Stock Exchange, the actual cost of the divestment appears to be around US$305m. It is hoped that the divestment will complete by the end of 2024 subject to regulatory approval from the Philippines Competition Commission and other bodies.

Cemex entered the market in 1997 when it acquired a minority stake in Rizal Cement. It then built the business up to a cement production capacity of 5.7Mt/yr from its two main integrated plants, the Solid Cement plant in Antipolo City, Rizal and the APO Cement plant in Naga, Cebu. However, CHP has endured a hard time of late, with falling annual operating earnings before interest, taxation, depreciation and amortisation (EBITDA) since 2019 and falling net sales in 2022 and 2020. The bad news continued into 2023, with net sales falling by 17% year-on-year to US$300m in 2023 from US$356m in 2022. It reported a loss of US$35m in 2023, double that of 2022. The company blamed the fall in sales on lower volumes. It noted that prices were also down and energy costs had grown.

The three companies buying CHP are all controlled by the Consunji family so effectively DMCI Holdings is acquiring Cemex’s operations in the Philippines. The group focuses on construction, real state, energy, mining and water distribution. It previously announced in the late 2010s plans to build one integrated cement plant on Semirara and three cement grinding plants at Batangas, Iloilo and Zamboanga but these plans didn’t seem to go anywhere. Later it was linked to the proposed Holcim Philippines sale in 2019, although the subsidiary of Holcim eventually gave up on the idea.

This latest attempt to enter the cement business underlines DMCI Holdings’ intent and the group has immediately started saying what it plans to do next. In a statement chair and president Isidro A Consunji admitted that cement demand in the country was ‘soft’ but that it is expected to rebound due to the Build Better More national infrastructure program and an anticipated fall in internet rates. Consunji added, “We recognise CHP's operational and financial issues, but we are positive that we can turn it around by 2025 because of its ongoing capacity expansion and the clear synergies it brings to our group.” He was also keen to play up that CHP is currently building a new 1.5Mt/yr production line at its Solid Cement plant with commissioning scheduled by September 2024. DMCI plans to reduce CHP’s costs through various synergies including supplying it coal, electricity and fly ash from Semirara Mining & Power.

The acquisition of CHP by DMCI Holdings is the biggest shake-up in the local cement sector in a while. DMCI has long harboured ambitions in heavy building materials and now it’s close to becoming a reality. As evidenced by its statements following the official announcement of the deal it is already thinking ahead publicly to soothe shareholder concerns. What will be interesting to watch here is whether it can actually pull it off and whether it will face trouble from imports. Readers may recall that the Philippines cement sector has long battled overseas imports, particularly from Vietnam. Despite anti-dumping tariffs though the Cement Manufacturers Association of the Philippines (CEMAP) warned in January 2024 that workers could be laid off due to continued competition from imports. Good luck to DMCI.

InterCement confirmed this week that it is accepting bids for its sale. The local financial press had been covering InterCement’s progress towards this since the autumn when it was reported that it appointed BTG Pactual to manage the sale.

The Valor Econômico newspaper then revealed this week that Companhia Siderúrgica Nacional (CSN), Votorantim and China-based Huaxin Cement had all submitted bids. InterCement admitted that it had received offers but didn’t say from who, and pointed out that no deal had been signed yet. Valor said that Votorantim was part of a consortium including Polimix (parent company of Mizu Cimentos) and Buzzi. However, Votorantim issued a statement affirming its involvement but pointing out that it was acting alone and not part of a consortium. Finally, Valor reported that InterCement is looking to raise at least US$1.2bn from the sale of its business in Brazil. In Argentina, Loma Negra confirmed what its parent company, InterCement, was doing. La Nación newspaper also reckoned that the parent company might be looking for over US$700m for the subsidiary.

Rumours that InterCement was looking to sell assets have swirled around since the early 2010s when InterCement picked up the Brazil-based assets of Cimpor and Votorantim bought the international ones. The local market then collapsed giving InterCement a hard time, although when it started to rally in the late 2010s the talk turned to a potential initial public offering. More recently the focus has been on InterCement’s high level of debt and pending maturation dates. It publicly said it was working towards a new capital structure in May 2023 and various debt negotiations followed. By the end of the third quarter of 2023 it reported debts in debentures and senior notes of just under US$1.6bn. It signed a deal to sell its subsidiary in Egypt in January 2023 to an unspecified buyer and then divested its operations in Mozambique and South Africa to Huaxin Cement for just over US$230m in December 2023.

It is noteworthy that InterCement has gone public about its divestment intentions now, given previous coverage in the local press and the poor state of its finances in 2023. In November 2023, for example, Valor reported that CSN had hired Morgan Stanley to represent it in a dispute over the sale. At this time Huaxin Cement plus Titan, Buzzi, Polimix and Vicat were all said to be interested. CSN was also said to be waiting until the results of the presidential election in Argentina first before committing to any deal. Yet InterCement said nothing about what was going on at this time.

The other issue is whether InterCement wants to sell its assets in one big piece or in sections. This would be of particular interest to Votorantim, and CSN to a lesser extent, since they control 30% and 20% of the cement market respectively, according to Valor. Data based on cement production capacity data from the Global Cement Directory makes the gap between the two companies wider since Votorantim holds 46% compared to CSN’s 9%. The point here is that the local competition regulator, the Administrative Court of the Brazilian Administrative Council of Economic Defence (CADE), would be more likely to intervene if it determined that one company might be about to distort the market. Clearly this could happen if Votorantim struck a deal to buy InterCement but there might also be issues regionally with CSN or indeed some of the other local cement producers. Alternatively, Votorantim might be interested in buying Loma Negra instead. All InterCement has said on the matter is that it is “evaluating strategic alternatives, such as private placement, merger, or partnership with a strategic player, or even a potential divestment.”

Any potential sales of InterCement would be the biggest adjustment to the Brazilian cement sector since CSN bought Holcim Brazil for just over US$1bn in mid-2022. There appear to be plenty of potential vendors for both the businesses in Brazil and Argentina but whether InterCement sells its assets in one big lump or in separate pieces may be an issue almost as important as the price, given the competition concerns. Finally, could this be the first major China-based acquisition in the cement sector in South America? Huaxin Cement demonstrated willingness to buy plants from InterCement in Africa in 2023 and it has been linked in the current auction. Unlike previous talk of InterCement selling up, this time it seems serious given the divestments in Africa and the scale of the debt. An outcome seems likely in the coming months.

Austria: Rohrdorfer’s proposed acquisition of a 49% stake in building materials producer Asamer has entered an extended review phase. The parties registered the deal with the Austrian Federal Competition Authority (BWB) on 10 January 2024. Due to competition concerns, the BWB applied to a court for an in-depth investigation on 21 February 2024.

Brazil: Investment banking and management company BTG Pactual will start receiving ‘binding proposals’ for prospective buyers of assets belonging to InterCement before the end of February 2024, Valor Online News has reported. These will reportedly include InterCement's stake in Argentina-based Loma Negra, as well as its Brazilian business. The latter may involve an outright divestment or the enlistment of a new significant partner. Companhia Siderúrgica Nacional (CSN) previously hired Morgan Stanley for negotiations with InterCement, and China-based Huaxin Cement has reportedly showed interest in its assets. While an outright acquisition might face challenges on grounds of competition, Brazilian market leader Votorantim Cimentos is nonetheless also ‘interested’ in a partial takeover. Continuing plant closures and debt-related asset disposals also potentially further complicate any deal. On the basis of CSN’s previous US$1bn acquisition of (10.3Mt/yr-capacity) LafargeHolcim Brazil, Valor Online News has estimated the sale price of InterCement’s Brazil business as US$1.6bn.

Portugal: The Portuguese Competition Authority has approved Taiwan Cement Corporation (TCC)’s outright acquisition of Cimpor. Jingshi News has reported that TCC received the approval on 1 February 2024, enabling it to proceed with its acquisition of the outstanding 60% stake in Cimpor.

South Africa: Mining and materials company Afrimat says that further regulatory conditions as part of its ongoing acquisition of Lafarge South Africa have been met. The Minister of Mineral Resources and Energy of South Africa has consented in terms of the Mineral and Petroleum Resources Development Act, the Financial Surveillance Department of the South African Reserve Bank has approved the acquisition in terms of the Exchange Control Regulations and the respective Competition Authorities in Botswana and eSwatini have approved the implementation of the acquisition. Approval by the Competition Commission is still outstanding but it recommended the transaction to the Competition Tribunal in November 2023. However, the Competition Commission highlighted ‘horizontal overlaps’ in the aggregates and ready-mix concrete sectors and recommended that the parties be required to divest assets across the affected sectors.

Afrimat first announced in June 2023 that it had agreed a share purchase agreement with a Holcim Group subsidiary, Caricement, to acquire 100% of the issued share capital of Lafarge South Africa. The proposed acquisition will become unconditional and be implemented once approval by the Competition Tribunal has been obtained.

Portugal: The competition authority has opened a 10-day window for public comment after receiving notification of Taiwan Cement Corporation’s proposed outright acquisition of Cimpor. The procedure is open to companies and members of the public interested in registering criticism or favourable opinions on the effects of the deal on competition.

Taiwan Cement Corporation agreed to buy current majority shareholder OYAK Çimento’s 60% stake in Cimpor for Euro480m in November 2023.