Displaying items by tag: Europe

Europe: The Autorité des marchés financiers (AMF) has published the final results of the public exchange offer initiated by Holcim Ltd for the shares of Lafarge SA.

Following the settlement-delivery of the offer expected to occur on 10 July 2015, Holcim Ltd will hold 252,230,673 Lafarge SA shares, representing 87.46% of the share capital and at least 83.94% of the voting rights of Lafarge SA based on the total number of shares outstanding as of 8 July 2015. In accordance with the AMF general regulations, the offer will be re-opened during at least 10 trading days according to a timetable that will be published by the AMF.

Holcim has announced that in connection with the successful public exchange offer and the expected closing of the merger with Lafarge, Bernard Fontana will step down from his position as CEO of Holcim Ltd with the completion of the merger. He will also resign from all mandates in all Holcim Group entities.

"It has been a pleasure and honour to work with remarkable and passionate people throughout the past years at Holcim. I wish the new company LafargeHolcim and the entire team all the very best for the future," said Fontana. The board of directors has thanked Fontana for his leadership and achievements for the group, and in particular for the successful implementation of the Holcim Leadership Journey.

Andreas Leu, currently responsible for the Americas, will also leave Holcim with effect from 1 August 2015. Bernard Terver, currently responsible for Africa and the Middle East as well as South Asia, will assume the position as head of India for LafargeHolcim from the date of the closure of the merger. In this capacity he will continue his mandates in the boards of Ambuja Cements and ACC Limited in India. Holcim's board of directors and the executive committee have thanked Leu for his contributions to the success of the group and wish him all the very best for his future.

Europe: Following the clearance from the Autorité des Marchés Financiers (AMF) on 28 May 2015, Holcim launched the public exchange offer for all Lafarge shares at an exchange ratio of 9 Holcim shares for 10 Lafarge shares on 1 June 2015. Through acceptance of the public exchange offer, Lafarge shareholders will pave the way for the creation of LafargeHolcim.

The public exchange offer will be open for 25 trading days until 3 July 2015. With this public exchange offer, Lafarge and Holcim are implementing the final step of their project to merge the two companies. The merger is expected to close in July 2015.

Europe: Lafarge and Holcim have completed the appointments for the future executive committee of LafargeHolcim following a recommendation by Eric Olsen, future CEO of the combined group. The future executive committee, under the leadership of Eric Olsen, 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 - Saâd Sebbar, currently in charge of Morocco at Lafarge;
• North America - Alain Bourguignon, previously in charge of North America and the UK at Holcim;
• Latin America - Pascal Casanova, currently in charge of France 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.

Following appropriate information-consultation processes with relevant works councils and employee representatives, Lafarge and Holcim have now entered a binding agreement with CRH regarding the sale of several assets. The assets include operations mainly in Europe, Canada, Brazil and the Philippines with an enterprise value of Euro6.5bn. The divestments remain subject to the completion of the merger including the acceptance of Holcim's public exchange offer by the shareholders of Lafarge. The merger is expected to close in July 2015.

Europe: On 8 May 2015, Lafarge and Holcim secured support from Holcim shareholders for their proposed merger. Representing around 72% of Holcim's share capital, the 738 shareholders attending the Extraordinary General Meeting of Holcim Ltd approved all motions proposed by the board of directors.

"Holcim shareholders have voted for a joint future with Lafarge with an overwhelming majority. With this decision, we create the opportunity for profitable and sustainable growth. Holcim and Lafarge can now take the final steps to found the world leader in the building materials sector," said Wolfgang Reitzle, currently chairman of Holcim and future co-chairman (statutory chairman).

"It is a great satisfaction that Holcim shareholders overwhelmingly gave their support to the proposed merger. This endorsement is a clear demonstration that shareholders are fully convinced of the substantial value creation potential. I am confident that Lafarge shareholders will in turn ratify this once-in-a-lifetime opportunity and tender their shares, paving the way to the merger. The combined group will be a unique global champion in the building materials industry, focusing on customers and innovation, uniting the best teams in the industry. Featuring a new business model, outstanding cash flow generation capabilities and reduced capital intensity LafargeHolcim is designed to deliver superior returns to shareholders," said Bruno Lafont, currently chairman and CEO of Lafarge and future co-chairman of LafargeHolcim.

Holcim shareholders approved with a vast majority the creation of both ordinary and authorised share capital, which are necessary for the successful completion of the merger. In addition, shareholders also voted for the creation of authorised share capital in order to allow the distribution of a stock dividend to all shareholders of the new Company. The proposal to change the corporate name of Holcim Ltd to LafargeHolcim Ltd was approved as well.

The shareholders elected Bruno Lafont, Bertrand Collomb, Philippe Dauman, Paul Desmarais Jr, Oscar Fanjul, Gérard Lamarche and Nassef Sawiris to the board of directors. They will join Wolfgang Reitzle, Beat Hess, Alexander Gut, Adrian Loader, Thomas Schmidheiny, Hanne Birgitte Breinbjerg Sørensen, and Dieter Spälti, who had been elected at Holcim's ordinary General Meeting on 13 April 2015. Subject to the effective completion of the exchange offer, Anne Wade and Jürg Oleas will resign from their office as current members of the board of directors of Holcim.

Europe: Holcim has adopted an automated dispatch processes and weighing technology in its Eastern Europe plants using logistics software from Schenck Process. Since the start of 2014 the LOGiQ software has automated process and data management relating to dispatch services in the company's 14 locations in the region. In January 2015 the software handled more than 10,000 transport orders. Four other locations are currently in the process of being connected to the dispatch automation system.

"The requirements for such integrated solutions fits in very well with Schenck Process not only because of its know-how in the field of weighing technology, its equipment and machinery but also in the area of software," explains Nino Stölzel, Sales Manager at Schenck Process.

Europe: CRH has been approved by the European Commission as a purchaser of assets in the European Union from Lafarge and Holcim. CRH has also received from the European Commission the clearance for the acquisition of these assets. These divestments remain subject to the completion of the merger between Lafarge and Holcim, including a successful public exchange offering to Lafarge's shareholders and approval by Holcim's shareholders.

In France Holcim and Lafarge are divesting all of Holcim's assets, except for its Altkirch cement plant and aggregates and ready-mix sites in the Haut-Rhin region, and a grinding station of Lafarge in Saint-Nazaire. Lafarge's assets on Reunion island are being sold except for its shareholding in Ciments de Bourbon. All of Lafarge's assets are also being sold in Germany and Romania. Lafarge Tarmac assets in the UK are being sold with the exception of its Cauldon and Cookstown plants and certain associated assets. In Hungary all of Holcim's operating assets are being divested and it is selling its assets in Slovakia.

Europe: On 14 April 2015 Holcim announced the names of the candidates proposed to join the board of directors of LafargeHolcim after the merger. The board will comprise 14 members, seven each designated by Holcim and Lafarge.

After the announcement, Holcim received a proposal in writing of its 10.8% shareholder Eurocement to elect Filaret Galchev to the board of directors of LafargeHolcim. According to Holcim, the proposal came too late to be considered by the board of directors of Holcim for inclusion into the agenda of the Extraordinary General Meeting on 8 May 2015.

Europe: Eurocement Holding AG, the second-largest shareholder in Holcim with a 10.8% stake, has said that it is nominating its owner Filaret Galchev for a position on the LafargeHolcim board. Galchev's name was not on a list of candidates for the post-merger board released earlier in April 2015, but Holcim's chairman had previously said that Holcim was open to giving Galchev a seat.

Europe: In the framework of their proposed merger of equals, the boards of directors (BoD) of Holcim and Lafarge have nominated their candidates for the future BoD of LafargeHolcim, subject to closing of the transaction. The designated BoD will consist of 14 members due to be elected at the Holcim Extraordinary General Meeting on 8 May 2015.

The candidates are:

• Wolfgang Reitzle, Co-Chairman (currently Chairman of the BoD of Holcim);
• Bruno Lafont, Co-Chairman (currently Chairman of the BoD and Chief Executive Officer of Lafarge);
• Beat Hess, Vice-Chairman (currently Deputy Chairman of the BoD of Holcim);
• Bertrand Collomb (currently Honorary Chairman of Lafarge);
• Philippe Dauman (currently member of the BoD of Lafarge);
• Paul Desmarais Jr. (currently member of the BoD of Lafarge);
• Oscar Fanjul (currently Vice-Chairman of the BoD of Lafarge);
• Alexander Gut (currently member of the BoD of Holcim);
• Gérard Lamarche (currently member of the BoD of Lafarge);
• Adrian Loader (currently member of the BoD of Holcim);
• Nassef Sawiris (currently member of the BoD of Lafarge);
• Thomas Schmidheiny (currently member of the BoD of Holcim);
• Hanne Birgitte Breinbjerg Sørensen (currently member of the BoD of Holcim);
• Dieter Spälti (currently member of the BoD of Holcim).

Subject to the execution and completion of the merger project, Anne Wade and Jürg Oleas will resign from their office as members of the BoD at Holcim with effect as of the completion of the merger project.

Europe: Holcim's largest shareholder Thomas Schmidheiny is happy with the appointment of Lafarge executive Eric Olsen as the future head of LafargeHolcim once the merger is completed. "Thomas Schmidheiny views Eric Olsen as a very good appointment," said Schmidheiny's spokesman. Shareholders of Holcim still need to ratify the merger at a vote in May 2015.