Displaying items by tag: Italmobiliare

Italy: HeidelbergCement has completed its acquisition of a 45% share in Italcementi from Italmobiliare. All conditions for the closing of the transaction have been fulfilled following the approval by the relevant competition authorities. The purchase triggers a mandatory tender offer to the remaining shareholders of Italcementi. HeidelbergCement expects the entire transaction to be completed in the second half of 2016.

“By adding Italcementi to our group, we are considerably strengthening our global footprint and innovation capabilities. We see significant potential for value creation with the realisation of synergies and by learning from each other’s best practices. From now on, we will focus all our efforts on the integration of Italcementi into our group,” said Bernd Scheifele, chairman of the management board of HeidelbergCement.

On 28 July 2015, HeidelbergCement and Italmobiliare entered into a share purchase agreement about the acquisition of a 45% shareholding in Italcementi. On 1 July 2016 HeidelbergCement acquired 157.17 million ordinary shares, representing 45% of the share capital of Italcementi for a total consideration of Euro1.67bn. 82.82 million ordinary shares were acquired against cash. The remaining 74.35 million ordinary shares were acquired against the assignment of 10.5 million newly issued shares of HeidelbergCement. Following this, Italmobiliare has become the second largest industrial shareholder of HeidelbergCement, with a stake of 5.3%.

In the share purchase agreement, Italmobiliare agreed to purchase certain non-core assets of Italcementi, including Italgen, Bravosolution, and certain non-core real estate. Italcementi had sold these assets to Italmobiliare on 30 June 2016 for total proceeds of Euro237m.

The acquisition of the 45% stake in Italcementi triggers the obligation to execute a mandatory tender offer to the remaining shareholders of Italcementi. The offering document will be filed with the Italian Securities and Exchange Commission (CONSOB), within 20 days after the closing, and will be published upon completion of CONSOB’s review period. The acceptance period will be agreed with Borsa Italiana. The acceptance period is expected to commence at the end of August 2016.

Italy: Italcementi’s loss has grown by 41.7% year-on-year to Euro69.3m in 2015 from Euro48.9m in 2014. The multinational cement producer blamed this on falling revenue per unit amidst general poor markets, particularly in Egypt. Despite this its revenue grew by 3.5% to Euro4.3bn in 2015 from Euro4.16bn in 2014, boosted by a stronger fourth quarter and currency effects.

Overall cement clinker sales volumes remained unchanged in 2015 at 43.4Mt. Growth in North Africa, Middle East (Egypt and Kuwait) and the more contained growth in North America was counterbalanced by downturns in Europe, Asia and Trading.

Italcementi expects growth in North America, moderate sales growth Egypt and stability in emerging markets in 2016. Demand for building materials is expected to be stable overall in Italy, France and Belgium, with a general recovery elsewhere in Eastern European and Mediterranean markets. It plans to raise prices in all areas except for India and Thailand.

The group also announced that it has completed the procedures for the sale of non-core assets to Italmobiliare, under the agreements signed by Italmobiliare with HeidelbergCement. Italcementi will sell to its parent Italmobiliare the stakes it holds in renewable energy company Italgen and e-procurement specialist BravoSolution, in addition to a building in the centre of Rome. The asset sales will be wrapped up on finalisation of the agreement between Italmobiliare and HeidelbergCement.

Germany/Italy: Germany's HeidelbergCement plans to buy rival Italcementi for Euro3.7bn as it puts its repaired balance sheet to work to follow LafargeHolcim down the path of consolidation, according to Bloomberg.

HeidelbergCement has initially bought Italmobiliare SpA's 45% stake, paying Euro10.6/share or Euro1.67bn total in stock and cash. This transaction was initiated on 28 July 2015 and is subject to approval by competition authorities. HeidelbergCement will next offer the same price for each share held by outstanding investors, once the first transaction has been cleared. The price offered for each share is 61% higher than Italcementi's closing price before the deal was announced.

The deal represents HeidelbergCement's biggest since the Euro11.2bn acquisition of Hanson in 2009. CEO Bernd Scheifele has managed to give the company more breathing space from the debt built up in that ill-timed takeover, allowing him to pursue an expansion just weeks after Holcim and Lafarge completed their industry-transforming merger of the biggest cement companies in Switzerland and France. Analysts have suggested that the Italcementi acquisition could backfire and hurt earnings.

The acquisition of Italcementi will expand HeidelbergCement's operations in Mediterranean countries such as Italy and Egypt as well as in France and Belgium, which combined represent the Bergamo, Italy-based company's biggest market. "With the market recovery gaining traction in southern Europe and the US, it is now the right time for us to accelerate our growth," said Scheifele. The deal gives HeidelbergCement the greatest boost in the Middle East and Africa, doubling its market share in that region to a similar level to Dangote Cement, according to data compiled by Bloomberg Intelligence. However, it will still lag behind LafargeHolcim there.

HeidelbergCement expects annual synergies of Euro175m by 2018 from the acquisition. The deal will initially be financed through cash and fully underwritten bridge financing of Euro4.4bn by Deutsche Bank and Morgan Stanley. That will partially be repaid by Euro1bn in asset sales and new debt sales. As a result of the takeover, HeidelbergCement expects revenue to top Euro20bn 2020, with earnings before interest, taxes, depreciation and amortization of more than Euro5bn. That compares with earlier goals of Euro17bn and Euro4bn respectively. HeidelbergCement's 2014 revenue was Euro12.7bn, while Italcementi generated Euro4.2bn.

Italy: Officers from Italy's market regulator Consob and the tax police visited the headquarters of Italcementi on 5 November 2014 as part of an investigation into alleged insider trading, sources close to the matter said, according to Reuters.

According to local media, the inspections, which were also carried out at the offices of Italcementi's main shareholder Italmobiliare, concerned a series of measures taken by the Italcementi group in March 2013 in a bid it made for its French unit Ciments Francais.

A spokesman for Italcementi said that the group hoped that the Consob inspections would not reveal deliberate intention to do wrong. "In the opposite case, the group's management will take firm initiatives to safeguard the interests of the company, which would be the injured party."

Italy: Italcementi has fully completed a capital increase worth Euro500m. Investors subscribed 103.6 million new shares within an issue approved by the board of directors on 6 March 2014. During the offer period, investors exercised rights for the subscription of 99.42% of the new shares for Euro497m. Under a subscription agreement, Italmobiliare spent Euro225m on the transaction.