Displaying items by tag: Federal Trade Commission

US: Peru-based UNACEM has entered into a definitive agreement with Martin Marietta Materials to acquire its Tehachapi cement plant in California. North Carolina-based Martin Marietta Materials reported the value of the deal as US$317m. The companies expect to close the deal in mid-late 2023.

Taiheiyo Cement subsidiary CalPortland previously terminated its deal to buy the Tehachapi plant, along with two local cement terminals, in April 2023. Japan-based Taiheiyo Cement said that the parties had been unable to obtain necessary approvals from the US Federal Trade Commission within a suitable timeframe.

Eagle Materials announced this week that it had completed the acquisition of Martin Marietta’s cement import business in the north of California. A key part of the deal includes the sale of a cement terminal at Stockton. No value for the transaction has been disclosed.

The agreement prompts discussion for two immediate reasons. Firstly, it continues the enlargement of Eagle Materials’ cement business with its second terminal in California. The company operates its cement business in a band running almost right across the US. It runs seven cement plants in seven different states and jointly operates, with Heidelberg Materials, a plant in Texas too. It also runs a network of 25 cement terminals, including the new acquisition, stretching from California in the west to Pennsylvania in the east.

Eagle Materials’ focus on the cement sector also harks back to its previous plans to separate its various businesses. In 2019 it approved a plan to split its heavy materials and light materials businesses into two publicly-traded entities. The decision was made in response to pressure by shareholder Sachem Head Capital Management to make the company, in its view, more valuable. A strategic portfolio review followed but the planned separation was subsequently delayed due to the Covid-19 pandemic and poor market conditions, amongst other reasons. The board of the company then cancelled the proposed separation in 2021 citing the financial benefits of a diversified business, opportunities for strategic growth and the divestment of its oil and gas proppants business.

The other talking point is that the Eagle Materials transaction follows a positive response by the Federal Trade Commission (FTC) in response to the abandonment of CalPortland’s attempt to buy the Tehachapi cement plant in southern California and two related terminals from Martin Marietta. CalPortland’s parent company Taiheiyo Cement said in late April 2023 that it had terminated the acquisition agreement originally announced in mid-2022 due to its inability to obtain approval from the FTC in a timely manner. Whilst the FTC did not say if it had directly tried to block the proposed deal it did say, “The abandonment is a victory for consumers and preserves competition for a key component of Southern California’s construction and infrastructure industries.”

The FTC argued that the transaction would have reduced the number of cement suppliers in Southern California from five to four, further concentrating an already concentrated market, and was “presumptively illegal.” It noted that the Tehachapi plant was only about 20km away from CalPortland’s Mojave cement plant. It went on to say that, if the deal had gone ahead, CalPortland was poised to own half of the cement plants serving the Southern California market. It added that it would have been well-placed to raise its prices and that, “the transaction would have also increased the likelihood for coordinated action between the remaining competitors in this concentrated market.”

The de-facto block by the FTC of the Tehachapi sale now opens up the question of who Martin Marietta might try to sell it to next. Cemex, Mitsubishi Cement and National Cement (Vicat) are the obvious contenders given that they each also run integrated plants in the state. Of course another company, especially one with some form of existing distribution network, may express interest. Given its enlarged presence in Northern California, Eagle Materials springs to mind. Other potential buyers are, of course, available.

US: CalPortland and Martin Marietta Materials have cancelled a deal under which CalPortland was set to acquire the Tehachapi cement plant and other assets worth US$350m in Southern California. The US government's Federal Trade Commission (FTC) described the cancelled deal as 'presumptively illegal.'

FTC Bureau of Competition director Holly Vedova said “Following an in-depth investigation by FTC staff of the Mergers Division and Bureau of Economics, along with the California Attorney General’s Office, CalPortland and Martin Marietta have announced that they have abandoned their planned transaction. The transaction would have reduced the number of cement suppliers in Southern California from five to four, further concentrating an already concentrated market." Vedova concluded "The abandonment is a victory for consumers and preserves competition for a key component of Southern California’s construction and infrastructure industries."

US: Taiheiyo Cement says that its subsidiary CalPortland has terminated its deal to buy the Tehachapi cement plant from Martin Marietta Materials. It has blamed the situation on the two parties being unable to “timely obtain the necessary approval by the US Federal Trade Commission.” The deal was originally announced in August 2022 with CalPortland agreeing to buy the integrated plant in California and two terminals.

US: HeidelbergCement subsidiary Lehigh Cement and Keystone Cement have stepped away from an agreement to merge their businesses. The Federal Trade Commission (FTC) voted to challenge the proposed merger in late May 2021.

FTC Bureau of Competition acting director Maribeth Petrizzi said, “This is great news for cement customers in eastern Pennsylvania and western New Jersey. The FTC voted 4-0 to challenge this transaction because it would have reduced the number of significant competitors in the market for grey Portland Cement in this region from four to three. I’m grateful to the bureau’s staff for their tireless efforts throughout this investigation, but also to our partners in the Pennsylvania Attorney General’s Office, who worked closely with us to ensure that cement customers in this region will continue to benefit from competition between Lehigh and Keystone.”

US: The Federal Trade Commission (FTC) has filed an administrative complaint and authorised a legal suit against Lehigh Cement’s acquisition of Keystone Cement. The HeidelbergCement subsidiary acquired the subsidiary of Mexico-based Elementia in September 2019. The commission said that the acquisition may be harmful to competition in the grey cement market in Pennsylvania and New Jersey as it reduces the number of competitors to three from four and enlarges the largest. It added that Keystone Cement’s aggressive pricing had previously caused Lehigh Cement to lower its prices.

The case will go to trial at administrative court in November 2021.

US: The Federal Trade Commission (FTC) has approved a final order settling changes for Ireland’s CRH acquisition of Ash Grove Cement following a period for public comment. The FTC issued its consent for the transaction in June 2018 on the condition that CRH sell the Three Forks cement plant in Montana to Mexico’s Grupo Cementos de Chihuahua (GCC).

Also under the settlement, because the CRH cement plant in Montana currently sells a significant amount of cement into Canada through two CRH terminals in Alberta, GCC will have the option to use those terminals for three years. CRH also has agreed to purchase, at GCC’s option, cement produced at the plant for distribution in Canada for up to three years. The FTC also forced CRH to sell other assets in Montana, Nebraska and Kansas.

US: The Federal Trade Commission has forced CRH to sell the Three Forks cement plant in Montana as part of its proposed acquisition of Ash Grove Cement. The plant and its quarry will be sold to Mexico’s Grupo Cementos de Chihuahua (GCC). Also under the settlement, because the CRH cement plant in Montana currently sells a significant amount of cement into Canada through two CRH terminals in Alberta, GCC will have the option to use those terminals for three years. CRH also has agreed to purchase, at GCC’s option, cement produced at the plant for distribution in Canada for up to three years.

The commissions ruled that the acquisition would harm competition in Montana, Nebraska and Kansas. Other divestments the Irish building materials company has agreed to include selling two sand-and-gravel plants, one sand-and-gravel pit, three limestone quarries and two hot-mix asphalt plants.

Following the agreed divestments, the FTC has issued its consent for CRH’s proposed acquisition of Ash Grove Cement. No further regulatory approvals are now outstanding for the transaction. The acquisition is expected to complete in June 2018. Ireland’s CRH agreed to buy Ash Grove Cement for US$3.5bn in mid-2017.

US: The Federal Trade Commission (FTC) has approved Boral’s proposed acquisition of Headwaters. Boral expects that the transaction will be completed within two business days. The transaction is worth US$2.6bn. Following the purchase Boral USA and Headwaters will form a new division to be named Boral North America.

“We have been eagerly awaiting the approval from US regulators to allow us to complete the acquisition and to deliver on our strategy. In the meantime, we have continued to develop our integration plans and we are confident in our ability to deliver on the synergy targets we established when the transaction was announced,” said Boral’s chief executive officer and managing director Mike Kane. He added that Boral North America will focus on building products and fly ash.

US: HeidelbergCement has completed the sale of its Martinsburg, West Virginia cement plant and eight related terminals to Cementos Argos. With the finalisation of the sale the group has now met all the obligations with regards to its acquisition of Italcementi.

“With the disposal of the US assets we fulfil the obligation of the Federal Trade Commission and improve the net financial position of HeidelbergCement after the acquisition of Italcementi,” said Bernd Scheifele, chief executive officer of HeidelbergCement.

HeidelbergCement and Cementos Argos announced the sale in August 2016. The transaction purchase price was US$660m on a cash and debt-free basis. The FTC approved the agreement in November 2016.