Displaying items by tag: Merger

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.

Brazil: Brazilian steelmaker CSN is considering a merger with its cement producing subsidiary CSN Cimentos. CSN said that it would present the proposal to shareholders for approval.

The merger would help CSN achieve synergies and economies of scale. It would result in 'process optimisation and maximised results,' with all business and administrative activities carried out via a 'single organisational structure,' according to CSN. The merger would cost US$544,758 and be effective from 1 May 2015.

CSN entered the cement market in 2009 and claims to have 2.4Mt/yr of production capacity. Its 2014 capex was US$705m, with 23% directed toward cement operations, which generated 3% of the company's revenue in the year. Its cement sales increased by 7% to 2.18Mt in 2014.

Ireland: CRH is paying Euro700m 'over the odds' for a Euro6.5bn acquisition that would make it the world's third-biggest building materials supplier, according to a report from US-based AllianceBernstein (AB), a global asset management company.

CRH has agreed to buy a number of mostly European assets from Lafarge and Holcim for Euro6.5bn so the merging companies can get competition clearance for their plan to create the cement industry's biggest company. However, AB has raised doubts about the value of the deal for CRH. The move was also was overwhelmingly approved by shareholders at a recent extraordinary general meeting.

In a detailed report into the deal, AB said that the move represented "A step in the wrong direction for CRH. The acquisition price of Euro6.5bn is 12% above our Euro5.8bn estimate of the fair value of the assets."

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.

India: Lafarge and Holcim have received clearance from the Competition Commission of India (CCI) for their proposed merger.

A package of asset divestments has been agreed with the CCI which includes Lafarge's Sonadih cement plant and its Jojobera grinding station, with a total of approximately 5Mt/yr of production capacity, in Eastern India. LafargeHolcim will have a cement capacity of around 68Mt/yr in India.

The divestment process will be carried out in the framework of the relevant social processes and ongoing dialogue with the employee representatives' bodies. The divestment process will be completed subject to the closing of the merger between Lafarge and Holcim.

The other big cement producer merger collapsed this week when PPC announced that it had terminated discussions with AfriSam. Details were scant due to a confidentiality agreement between the South African cement producers. However, the CEO of PPC, Darryll Castle, confirmed that neither party could agree the terms of the merger. PPC's shares rose by 5% on the news of the breakdown.

Financially the decision may have made sense. As an unlisted company AfriSam doesn't publish its financial results but PPC did report a revenue of US$742m in 2014. Comparing cement production capacity in South Africa gives PPC 4.75Mt/yr and Afrisam 3.50Mt/yr. Roughly this is a 58:42 split although this doesn't take into account both companies' aggregates, ready-mix concrete and other product concerns.

It's possible that disagreements over the value of the two companies caused the breakdown. At the time the merger was first proposed in December 2014 PPC was reeling from the resignation of its CEO Ketso Gordhan in September 2014. Some media commentators viewed the proposal as opportunistic on the part of AfriSam given all the internal problems PPC was coping with. Also, given that the combined companies would have held a 60% share of the market, it is likely that the Competition Commission of South Africa would have taken a keen interest.

The uneven ratio of sizes between the two companies considering merging is similar to the problems now facing Lafarge and Holcim. The European building materials companies started out trumpeting their merger of equals before Lafarge's relative poor financial performance and fluctuating currencies made a mockery of this parity. Once this became clear then major shareholders in Holcim started to question the merger.

Back to Africa, the question with PPC and AfriSam is whether they should have swallowed their differences in view of future growth. With Dangote expanding across the continent and Lafarge consolidating its local activity under the Lafarge Africa banner it seems like the time to merge resources and expand.

AfriSam has been saddled with debt since a buyout in 2007 when Holcim reduced its share from 85% to 15%. In 2011 it agreed to pay a penalty of US$16m, representing 3% of its 2010 cement annual turnover in the Southern African Customs Union, due to cartel activity. Then in 2013 investment holding company Pembani Group reduced AfriSam's debt for shares and a controlling say on its board. By contrast PPC has been expanding across Africa, in countries such as the Democratic Republic of Congo (DRC), Zimbabwe, Algeria and Mozambique, to boost foreign sales to 40% by 2017. The programme is anticipated to raise PPC's cement production capacity from 8Mt/yr to 12Mt/yr.

Domination at home in South Africa and firm plans for continental expansion suggest that this deal wasn't in PPC's interest, although its domestic cement sales have declined which may have also made the case for consolidation more tempting. Dangote's progress in west African must be both inspiring and troubling for South African cement producers.

Europe: Two major Holcim shareholders remain displeased with the revised deal terms that were designed to placate them, according to Reuters.

Russian businessman Filaret Galchev, who owns a 10.8% in Holcim via Eurocement Holding AG, has rejected the new terms and is seeking further improvement to the exchange ratio, according to a Eurocement source. Additionally, Harris Associates, which owns 3.19% of Holcim, has said that it will not back the LafargeHolcim merger until it knows who will replace Lafont as head of the new company.

"Before we decide on the transaction, we first want to know who will be put forward for this post," said David Herro, chief investment officer for international equities at Harris, in an interview with Swiss newspaper Finanz und Wirtschaft.

South Africa: PPC and AfriSam have called off a merger of two of South Africa's largest cement producers after failing to agree on the price.

The possibility that regulators may have blocked the proposed deal due to competition concerns was also discussed during the three months of talks, as the two companies would have controlled about 60% of the South African market. PPC spokeswoman Azola Lowan declined to comment on the reasons for the deal collapse.

PPC received an offer in December 2014 to combine with AfriSam and jointly expand into new African markets. "Over the last few months, we applied our minds extensively to the proposed merger with AfriSam," said PPC CEO Darryll Castle, who was appointed in December 2014. "Ultimately we decided not to proceed with the proposed deal."

Europe: Eurocement Holding AG, the second-largest shareholder in Holcim with a 10.82% stake, plans to vote against the LafargeHolcim meger unless the financial terms of the deal are altered, according to local media.

Eurocement, which is owned by financier Filaret Galchev, believes that the terms of the deal continue to undervalue Holcim despite a revision of the agreement. The deal, which was originally structured as a one-for-one share swap, now offers nine Holcim shares for 10 Lafarge shares. According to local media, Eurocement's complaint is solely with the exchange ratio and it has notified Holcim and Lafarge of its concerns.

Eurocement alone can't derail the deal, which requires the approval of two thirds of Holcim's shareholders at an extraordinary shareholders meeting, scheduled for 8 May 2015.

India: Trinetra Cement Ltd's shareholders have approved the amalgamation of Trinetra Cement, Trishul Concrete Products Ltd and India Cements. The plan was first announced in 2014. "The company wants to consolidate cement operations and the merger of Trinetra Cement Ltd and Trishul Concrete Products with India Cements will bring operations under one company," said N Srinivasan, vice chairman and managing director of India Cements.