Displaying items by tag: Europe

Europe: Holcim is considering offering its shareholders a sweetener to win their approval for a planned merger with Lafarge, according to Swiss newspaper Sonntagszeitung.

Sonntagszeitung said that Holcim was looking at several 'creative methods' to sway its shareholders into backing the deal, including a generous special dividend or a share buyback, instead of trying to alter the terms of the deal, which involves a one-to-one share swap. However, Holcim's chief executive Bernard Fontana said that the merger agreement did not contain any mechanisms by which the terms could be automatically adjusted. Sonntagszeitung said that Holcim was considering the sweetener in response to opposition from its shareholders to the deal, which hinges on investor approval for a capital increase for financing.

Europe: Holcim's cement and clinker sales fell by 10.5% in Croatia and by 5.4% in Serbia in 2014. In Croatia, sales prices rose by 0.5%, while in Serbia, they rose by 0.3%. In contrast, Holcim's cement and clinker sales rose by 7.8% in Romania and by 2.4% in Bulgaria. In Romania domestic prices fell by 1.2%, while they rose by 1.1% in Bulgaria.

Europe: Holcim and Cemex have announced the successful closure of a series of transactions in Europe.

Holcim has acquired Cemex's operations in western Germany and the Netherlands, while Cemex has taken over Holcim Czech Republic with all of its subsidiaries in that country. In Spain, Cemex has purchased Holcim's Gador cement plant and Yeles grinding station, while Holcim keeps its remaining operations.

As a result of the transactions, Cemex paid Holcim Euro45m in cash. Holcim expects sustainable additional operating earnings before interest, taxes, depreciation and amortisation (EBITDA) of at least Euro10m/yr.

Europe: The European Commission (EC), the European Union's antitrust authority, has approved the proposed merger of Lafarge and Holcim, subject to asset sales by both companies in regions where their activities overlap. The EC's approval is conditional upon the divestment of Lafarge's businesses in Germany, Romania and the UK. Holcim is required to divest its operations in France, Hungary, Slovakia, Spain and the Czech Republic. The proposed transaction concerns assets worth several billion Euros and will create the world's largest cement producer with operations in 90 countries.

"The Commission had concerns that the transaction, as originally notified, would have had a detrimental effect on competition in a significant number of markets in the European Economic Area (EEA)," said the EC. "The commitments offered by the two companies address these concerns."

According to the EC, its assessment found that the merged entity would have faced insufficient competitive pressure from remaining players in many markets. This would have brought a risk of price rises. In order to prevent a negative impact on competition, the companies have committed to divesting most of the operations where their activities overlap. Further, the EC said that Holcim and Lafarge will not be allowed to close the deal until it has approved the buyers of the assets put up for sale.

In April 2014, Holcim and Lafarge announced their plan to combine through an all share merger of equals to create LafargeHolcim, with nearly Euro32bn in sales. The proposed combination would be structured as a public exchange offer initiated by Holcim for all outstanding shares of Lafarge on the basis of a 1 for 1 exchange ratio. The companies also agreed to have equal dividends on a per share basis between announcement and completion. The offer would be subject to Holcim holding at least 2/3rd of the share capital and voting rights of Lafarge.

Europe: Cemex has signed binding agreements with Holcim regarding the series of transactions that was originally announced on 28 August 2013.

The main scope of the transactions in Germany and the Czech Republic remain unchanged: Cemex will acquire all of Holcim's assets in the Czech Republic and will divest its assets in western Germany to Holcim. In Spain, Cemex will acquire Holcim's 0.85Mt/yr capacity Gador cement plant and its 0.9Mt/yr capacity Yeles cement grinding plant. Holcim will keep all of its other operations in Spain.

As part of these transactions, Cemex will pay Euro45m in cash to Holcim. Once the transactions are closed, Cemex expects a recurring improvement in its earnings before interest, taxes, depreciation and amortisation (EBITDA), including synergies, of about US$20m to US$30m. These transactions are expected to close during the first quarter of 2015.

Europe: Lafarge and Holcim are about to request approval from the European Commission (EC) for their planned merger, according to Lafarge CEO Bruno Lafont.

"We are indeed very close to EU notification," said Lafont. He added that talks with Brussels had been constructive and that the companies were 'well on track' to close the deal in the first half of 2015.

Europe: Holcim and Lafarge are holding talks with the European Union (EU) in a bid to obtain fasterapproval of their merger plan. Holcim and Lafarge plan to iron out possible EU concerns over the merged company's market power before filing for approval of the deal, the step that starts the EU's review.

Addressing EU issues at an early stage may allow regulators to approve the deal without opening an in-depth probe, which could add about four months to the process. The companies announced a wave of divestments in July 2014 in an attempt to ward off regulatory obstacles. Planned sales are weighted toward Europe, cutting exposure of both companies to the slower-growing region. European plants earmarked for divestment include sites in Austria, France, Germany and Romania. Under the EU's merger-review process, most deals are cleared at the first hurdle.

This week saw Lafarge and Holcim announce a list of proposed asset divestments following months of research by a Divestment Committee. The mass divestment is planned so that competition authorities around the world can approve the proposed Euro40bn merger of equals to produce LafargeHolcim. When the merger was initially proposed on 7 April 2014, Lafarge and Holcim estimated that some Euro5bn of asset disposals would be necessary and they are already well on their way.

Europe is facing the brunt of asset divestments, as this is where the companies have the largest market overlap. Holcim plans to sell all of its assets in Hungary and Serbia, while Lafarge will sell all of its assets in Germany, Romania and the UK (with one possible cement plant exception). In Austria, Lafarge has opted to divest its Mannersdorf cement plant, while in France it would sell its Reunion Island assets (excluding its shareholding in Ciments de Bourbon). Holcim plans to sell all of its assets in France except for its Altkirch cement plant and aggregates and ready-mix sites in the Alsace Region.

Elsewhere in the world, Holcim plans to sell all of its assets in Canada and Mauritius. In the Philippines the companies plan to combine the operations of Lafarge Republic Inc and Holcim Philippines Inc and to divest Lafarge's Bulacan, Norzagaray and Iligan plants. In Brazil, where Lafarge and Holcim both have a significant presence, the companies plan to announce their intentions after collaboration with CADE, the country's competition authority. There is little market overlap in most of Asia and the Middle East: Lafarge's assets in Malaysia and Syria complement Holcim's strong presence in India and Indonesia.

So far, Lafarge has consolidated its African operations by establishing Lafarge Africa and selling its assets in Ecuador. Holcim has been granted approval from the European Competition Commission to purchase Cemex West in Germany and, most recently, Lafarge has announced that it intends to buy out its joint venture partner, Anglo American, from Lafarge Tarmac in order to sell the entire business.

While the asset divestment list shows good will to global competition authorities, there remains no guarantee that Lafarge and Holcim will not need to divest even more assets. However, by nominating such a large number of divestments in the first instance, the companies have shown willing to cooperate with anti-monopoly measures, potentially easing the path of the LafargeHolcim mega-merger.

Europe: Lafarge and Holcim have set up a Divestment Committee following the announcement of the planned merger on 7 April 2014, with the aim of taking forward the divestment process. The Committee has drawn up a list of proposed asset disposals to anticipate potential competition authorities' requirements. The announcement represents a major part of the total assets that the two companies aim to divest.

The two companies are proposing the following disposals:

• Austria: Lafarge's Mannersdorf cement plant;

• France: Holcim's assets in metropolitan France, except for its Altkirch cement plant and aggregates and ready-mix sites in the Haut-Rhin market; Lafarge's assets on Reunion island; except for its shareholding in Ciments de Bourbon;

• Germany: Lafarge's assets;

• Hungary: Holcim's assets;

• Romania: Lafarge's assets;

• Serbia: Holcim's assets;

• UK: Lafarge Tarmac assets with the possible exception of one cement plant.

• Canada: Holcim's assets;

• Mauritius: Holcim's assets;

• The Philippines: the associated companies of Lafarge and Holcim (Lafarge Republic Inc and Holcim Philippines Inc) are exploring the combination of their businesses other than LRI's Bulacan, Norzagaray and Iligan plants, which are considered to be divested as part of such combination;

• Brazil: Holcim and Lafarge will file soon with the Brazilian regulator (CADE) and propose a comprehensive and high quality package of divestments.

The future LafargeHolcim group will have a significant and balanced industrial base in Europe, enabling it to take advantage of the European economic recovery. Both companies will continue to consider whether divestments would be necessary where there might be overlaps or depending on regulatory requirements.

The proposed divestments are subject to review and further discussions with the regulatory authorities. The divestment process will be carried out in the framework of the relevant social processes and ongoing dialogue with the employee representatives' bodies and will be conducted in parallel to discussions with the competition authorities and potential buyers. The divestment process will be completed subject to the closing of the merger between Holcim and Lafarge.

Find out exactly which cement plants are affected by Holcim and Lafarge's proposed asset divestments in the Global Cement Directory 2014, available here.

Industrial energy consumers in Romania have succeeded in extracting concessions from the government's green certificates scheme this week. Cement producers, including Lafarge, Holcim and local HeidelbergCement subsidiary CarpatCement Holding, will benefit now from a 10-year facility to acquire the certificates and they will be allowed to buy up to 85% fewer certificates than at present.

The Romanian government reckons the change will save industry Euro750m. It will be good news for the cement producers and aluminium producer Alro Slatina, one of the chief lobbyists for the change which paid Euro39m for the certificates in 2013, reported losses of Euro17m and threatened production closures.

The debacle strikes a chord with other government-led attempts to nudge society towards lower-carbon emitting energy sources. First a national or international scheme offers economic incentives toward some sort of carbon reduction. Then major industrial users either complain that the system 'unfairly' penalises them or they find a way to play the system. The latest example of the adjustments in Romania is an example of the former, as is the current Australian government's intention to remove its carbon tax. Multinational companies surrendering carbon offsets into the European Union's (EU) emissions trading scheme (ETS) is an example of the latter.

In defence of government-industry negotiation, the EU ETS is now in its third phase of trying to make the scheme work as the EU tries to reach its target of a 20% cut in emissions compared to 1990 levels by 2020. In late 2013 environmental group Sandbag accused the target of containing a loophole that allows for a much smaller cut in emissions due to a slack in carbon budgets, of potentially 2% of 1990 levels. However, the EU confirmed in early June 2014 that it is on track to beat its target and cut down total emissions by 24.5% by 2020.

Alongside all of this arguing, overall energy costs have steadily risen over the last decade, as have the rates of co-processing at European cement plants. As a secondary major fuels consumer, behind energy generation and transportation, the cement industry is particularly susceptible to energy prices being jolted around behind various market trends, such as increases in natural gas supply in the US market. In effect the cement industry hops between different 'next best' options, after the leading energy consumers have taken the premium fuels. The interplay between legislators and heavy industry over carbon taxes prompts the following question: what encourages cement producers more to move to reduce their carbon emissions – legislation or fuel prices?

In other news this week, the chief executive of African producer Bamburi Cement, Hussein Mansi, has announced his plans to move on to Lafarge Egypt. In his memo to staff he mentioned, '...five very interesting years leading the Kenya – Uganda business.' Telling words perhaps given the Kenyan government's attention on Bamburi Cement and the East Africa Portland Cement Company, a producer minority-owned by Lafarge. Of course Mansi may discover that 'interesting' is relative in Egypt, a country on the other side of the energy subsidy spectrum to Europe and its carbon taxes.