Displaying items by tag: Divestments

Belgium: The European Commission has cleared a proposed merger between Brazil’s Magnesita and Austria’s RHI Group subject to the divestment of a number of production sites in Europe. Magnesita is required to sell its plant in Oberhausen, Germany along with its Oberhausen business in the European Economic Area (EEA). RHI is required to sell its dolomite business in the EEA including plants in Maroni, Italy, and Lugones, Spain. Magnesita and RHI said they are speaking to potential buyers at present.

“With today’s milestone, we have come significantly closer to the planned merger with Magnesita – and thus a globally leading company in the refractory industry which optimally combines the strengths of both companies,” explains Stefan Borgas, chief executive officer (CEO) of RHI and designated CEO of the future RHI-Magnesita Group.

Outstanding approvals required to complete the merger include that from the Brazilian Antitrust Authorities and the approval of the cross-border merger, of RHI AG with its subsidiary RHI MAG NV in the Netherlands, by the RHI General Meeting.

The Federal Trade Commission (FTC) gave HeidelbergCement permission to complete its acquisition of Italcementi assets in the US on 17 June 2016. This was the second and final major competition body that could have challenged the purchase, following approval by the European Commission in late May 2016. Although the FTC consent now faces a month for comment the deal is looking likely to complete towards the end of the summer.

HeidelbergCement and Italcementi have gotten away with having to sell just one cement plant and 11 terminals in the US. The Lafarge-Holcim merger in 2015 had it tougher. Those companies were forced to sell two cement plants, two slag grinding plant and a host of terminals. Admittedly LafargeHolcim is now the biggest cement producer in the US (and the world) but HeidelbergCement will hold more integrated cement plants in the US following its acquisition.

As predicted the FTC took exception with the proximity of the company’s assets in West Virginia and Pennsylvania following the acquisition. So the parties have agreed to sell the Essroc Martinsburg integrated cement plant in West Virginia. When Global Cement visited the plant in late 2013 the staff told us that cement from the plant was distributed from central Ohio eastwards to western Pennsylvania and south to southern Virginia. The plant also switched over to a FLSmidth dry production line in 2010 giving it a clinker production capacity of 1.6Mt/yr, making it one of the newer plants in the Essroc stable.

The FTC also flagged up competition concerns in five metropolitan areas: Baltimore-Washington, DC; Richmond, Virginia; Virginia Beach-Norfolk-Newport News, Virginia; Syracuse, New York; and Indianapolis, Indiana. In light of this the proposed consent agreement requires the merged company to divest seven Essroc terminals in Maryland, Virginia and Pennsylvania and a Lehigh terminal in Solvay, New York. Two additional Essroc terminals in Columbus and Middlebranch, Ohio are to be sold at the option of the buyer and subject to FTC approval. Finally, Essroc’s terminal in Indianapolis is to be sold to Cemex.

Funnily enough, the FTC took about a year to approve both the merger of Lafarge and Holcim and HeidelbergCement’s purchase of Italcementi. This compares to the European Commission which took nine months to approve the Lafarge-Holcim deal but which took 11 months to clear the HeidelbergCement-Italcementi one. Given the greater overlap of assets of the Lafarge-Holcim merger in both Europe and the US one might have thought that the approval process would have taken longer. Or maybe bureaucracy moves at a speed all of its own. Read into this what you will. The creation of the world’s second largest multinational cement producer draws closer.

Switzerland: LafargeHolcim plans to sell assets in nine additional countries as part of its post-merger divestment programme, according to the Financial Times. The announcement follows a portfolio review. However, LafargeHolcim did not name the locations of the proposed sales. In March 2016 the group released details of sales in South Korea and Saudi Arabia and plans to merge its operations in Morocco. This followed plans to generate Euro3.16bn from divestments in 2016.

Germany/Italy: HeidelbergCement has released details on how it will integrate Italcementi into its business. Key details of the plan include the sale of Italcementi’s Belgium operations, the retention of the Italcementi brand and headquarters and the Italian cement producer’s i.Lab centre will assume research and development responsibilities for the entire group. However the acquisition is expected to result in up to 260 job losses at Italcementi’s base in Bergamo. The full integration plan is expected to be complete by 2020.

“Following our motto ‘all business is local’, it is important for us to preserve Italcementi's strengths and professional expertise, which have ensured its success in Italy and abroad. I am convinced that we will be able to achieve the planned Euro400m in synergies and bring Italcementi back to profits by operational improvements, streamlining the administration and leveraging the increased size of our combined business,” said Bernd Scheifele, chairman of the managing board of HeidelbergCement.

The acquisition still depends on approval from the European Commission and the Federal Trade Commission. On 1 April 2016, HeidelbergCement formally submitted the merger plan to the European Commission.

To this end, HeidelbergCement has decided to sell Italcementi’s entire Belgian operations, primarily consisting of Italcementi’s Belgian subsidiary Compagnie des Ciments Belges. The proposed divestment would remove all overlaps between the activities of HeidelbergCement and Italcementi in Belgium and the Netherlands. Preparations forthe divestment have already started and ‘significant’ interest has been noted. BNP Paribas will support the process.

The plan presented in Bergamo by Scheifele says it intends to keep the industrial network and plants in Italy as well as the Italcementi brand. In addition, HeidelbergCement builds on Italian management heading the Group's operations in Italy. i.Lab, based in Bergamo, where Italcementi will keep the headquarter of Italian country organisation, will become the home of the product research and development division of the whole group.

In order to streamline the overall group organisation some staff and administrative functions will be centralised in Heidelberg. According to the integration plan around 170 people will receive relocation offers to other offices within the group. Any redundancies in Bergamo, which could potentially affect between 230 and 260 people, will be handled using Italy's temporary layoff scheme. In addition, severence packages will be negotiated with the unions. At the end of the transition period in 2020, about 210 to 250 professionals will remain in Bergamo.

HeidelbergCement expects the closing of the acquisition of the 45% stake to be finalised in early July 2016 depending on the decision of the cartel authorities in Europe and the USA. Implementation of the integration plan will start after the closing. 

South Korea/Saudi Arabia/Morocco: LafargeHolcim has confirmed plans to divest its assets in South Korea and Saudi Arabia and to enlarge its presence its Morocco. The announcement was made as part of the release of its annual results 2015. The sales form part of the group’s Euro3.2bn divestment program

In Morocco, the group signed an agreement with SNI, its partner in the country, at the same time as the Lafarge-Holcim merger to enlarge its joint-venture by merging Lafarge Ciments Maroc and Holcim Maroc to create LafargeHolcim Maroc. LafargeHolcim and SNI would own a 64.7% stake in the new company once the merger is complete. The group expects to gain a synergy savings of Euro41m over two years from the merger.

LafargeHolcim and SNI also agreed to create a common platform in French-speaking Sub-Saharan Africa. The merger is expected to close in the third quarter of 2016 subject to regulatory authorities’ approval, customary closing conditions and the approval of the shareholders of Lafarge Ciments Maroc and Holcim Maroc.

In South Korea, the group has confirmed that it has signed an agreement with a consortium of private equity funds - Glenwood and Baring Asia - for the divestment of Lafarge Halla Cement in South Korea for Euro427m. The sale is expected to complete in the second quarter of 2016. Lafarge Halla Cement runs one 8.3Mt/yr integrated cement plant, a distribution network across the country and has around 500 employees.

In Saudi Arabia the group has signed an agreement for the sale of the Group’s 25% stake in Al Safwa Cement Company to El-Khayyat Group for total proceeds of Euro120m. This transaction is expected to close in the course of the third quarter of 2016.

India: LafargeHolcim has entered into a letter agreement with Birla Corporation Limited, subject to approval by the Competition Commission of India (CCI), for the divestment of certain assets in India as part of the merger for US$768m. The proceeds from the sale of the divestment business will be used to further reduce debt.

The assets include Lafarge's Sonadih cement plant and Jojobera grinding plant in Eastern India, which have 5.15Mt/yr of cement production capacity. The transaction with Birla Corporation will be submitted to the CCI for approval and is subject to other regulatory approvals and customary conditions. Following the divestment, LafargeHolcim will have around 68Mt/yr of cement capacity in India.

World: LafargeHolcim will not sell any additional assets, except for those that were negotiated with the European Commission (EC) in order to approve their merger, according to French Collection. The combined group hopes to complete its overall integration by the end of 2016.