Displaying items by tag: Merger

Nigerian financial analysts Cordros Securities concluded this week that the merger of some of Lafarge’s Sub-Saharan African businesses had reduced earnings at Lafarge Africa. The report is interesting because it explicitly points out a situation where the consolidation of some of Lafarge’s various companies have failed in the wake of the formation of LafargeHolcim.

Cordros Securities’ criticism is that Nigeria’s Lafarge WAPCO performed better in 2013 alone before it became part of Lafarge Africa, with a higher standalone earnings before interest, taxation, depreciation and amortisation (EBITDA) margin. Lafarge Africa formed in 2014, a year before the LafargeHolcim merger was completed, through the consolidation of Lafarge South Africa, United Cement Company of Nigeria, Ashakacem and Atlas Cement into Lafarge WAPCO. Since the formation of Lafarge Africa, Cordros maintains that its earnings per share have consistently fallen, its share price has dropped, its debt has risen, its margins have decreased and its sales volumes of cement have also withered.

Cordros mainly focuses on the Nigerian parts of Lafarge Africa’s business, given its interest in that market and the fact that about three quarters of the company is based in the country. It blames the current situation on growing operating costs since the merger, skyrocketing financing costs for debts and efficiency issues. In Nigeria, Lafarge Africa has had to cope with disruptions to gas supplies. Nigeria’s Dangote Cement had similar problems domestically in 2017 with falling cement sales volumes in a market reeling from an economic recession but Cordros reckoned that Dangote is picking up market share in the South West due to an ‘aggressive retail penetration’ strategy. Finally, Lafarge Africa faced a US$9m impairment in 2017 due to its abandoned pre-heater upgrade project at AshakaCem. The project has been suspended since 2009 due to security concerns in the North-East region. The plant faced an attack by the Boko Haram militant group in 2014 and the group has seemed reluctant to invest further in the site subsequently.

Cordros’ final word on the matter is that with the Nigerian cement market performing slower than it has previously, the local market has become a battleground between the established players of Dangote Cement, BUA Group and Lafarge Africa. What little the report does have on South Africa covers problems with old and inefficient hardware, labour disputes, low prices due to weak demand, high competition and a negative product mix.

Lafarge Africa itself presents a more mixed picture, with market growth picking up in Nigeria following end of the recession but continued market problems in South Africa. Overall, its reported sales grew by 4.8% to US$448m in the first half of 2018 but its EBITDA fell by 25% to US$76.4m. Overall cement sales volumes were reported as up by 5.4% to 2.6Mt in the first half but volumes were still falling in South Africa in the second quarter.

Part of the backdrop to all of this is the intention of Lafarge Africa to cut its debt. In May 2018 its chairman Mobolaji Balogun said that the company wanted to cut its debts by 2020 before continuing with its expansion programme. Part of this process will include a new rights issue later in 2018 to allow shareholders to buy stock at a discount.

It must have made sense, on paper at least, to merge the Lafarge subsidiaries in the two largest economies in Sub-Saharan Africa. Once the merger had settled in, with synergies generating extra revenue, the group could have considered adding extra territories such as Kenya. However, it’s not turned out like that. Two recessions in Nigeria and South Africa respectively, old equipment, debt and serious competition from locally owned producers have piled on the pressure instead. From a stockholder perspective, Cordros is not impressed by the performance of Lafarge Africa. The wider question is: what else did Lafarge and Holcim get wrong when they joined to form LafargeHolcim?

Nigeria: Financial analysts Cordros Securities have blamed falling earnings at Lafarge Africa on the merger of its Nigerian businesses with Lafarge South Africa. In a research report the analysts found that the merger increased operating costs and reduced shareholder value, according to the Vanguard newspaper. Lafarge WAPCO’s earnings per share, earnings before interest, taxation, depreciation and amortisation (EBITDA) and profit before tax have all fallen since 2013. It also found that operating costs had increased ‘significantly’ following the merger, debt had risen and that earnings had also been hit by efficiency issues.

Lafarge announced plants to merge its businesses in Nigeria and South Africa in 2014. The move saw the consolidation of Lafarge South Africa, United Cement Company of Nigeria, Ashakacem and Atlas Cement to Lafarge WAPCO. It was subsequently renamed Lafarge Africa.

India: RHI Magnesita plans to merge its three local subsidiaries, RHI India and RHI Clasil with Orient Refractories. On completion of the proposed merger RHI Magnesita will own about 70% in Orient Refractories which will be renamed RHI Magnesita India. The transaction is expected to be complete by mid-2019.

“The proposed merger of our Indian subsidiaries marks an important milestone towards expanding RHI Magnesita’s market leadership in the refractory market in India. One strong, integrated organisation and management will increase long term value for all stakeholders and efficiently combine resources and capabilities. This merger will significantly enhance the profile of RHI Magnesita in India and creates a stronger foundation to tap the immense growth potential we see in the Indian market,” said Stefan Borgas, chief executive officer (CEO) of RHI Magnesita.

Orient Refractories is currently 70% owned by RHI Magnesita. It is a manufacturer and supplier of special refractory products, systems and services for the steel industry. RHI India, a wholly-owned RHI Magnesita subsidiary, is the local sales company of RHI Magnesita group offering a range of refractories and related services sourced from various RHI Magnesita group entities to Indian customers. RHI Clasil is 53.7% owned by RHI Magnesita. It is a manufacturer and supplier of mainly alumina-based refractories for steel and cement.

This merger is part of RHI Magnesita’s strategic pillar ‘markets’ that focuses on building a global presence with strong local organisations and solid market positions. India’s growth prospects in the refractory market derive primarily from the steel sector, which is RHI Magnesita’s largest customer industry.

Once the merger is complete the new company will operate two production plants and employ over 700 workers. The proposal is subject to shareholder and regulator approval.

Nigeria: The Cement Company of Northern Nigeria (CCNN) plans to merge with Kalambaina Cement, a subsidiary of BUA Cement. CCNN operates a 0.5Mt/yr plant at Sokoto and Kalambaina Cement runs a 1.5Mt/yr plant, also in Sokoto state, according to the This Day newspaper. The merger is intended to improve CCNN’s competitiveness locally and take advantage of the newly-built Kalambaina Cement plant.

LafargeHolcim’s announcement this week that it is to close its headquarters in Paris is the latest sign of the tension within the world’s largest cement producer. The decision is rational for a company making savings in the aftermath of the merger of two rivals – France’s Lafarge and Switzerland’s Holcim – back in 2015. Yet, it also carries symbolic weight. Lafarge was an iconic French company that had been in operation since 1833. Its hydrated lime was used to build the Suez Canal, one of the great infrastructure projects of the 19th century.

In the lead up to the merger in 2015 the union of Lafarge and Holcim was repeatedly described as one of equals. However, the diverging share price between the two companies killed that idea on the balance sheets in early 2015. Renegotiation on the share-swap ratio between the companies followed with an exchange ratio of nine Holcim shares for 10 Lafarge shares. In the end Holcim’s shareholders ended up owning 55.6% of LafargeHolcim. Lafarge’s Bruno Lafont lost out on the top job as chief executive officer (CEO) in the frenzy but the role did go to another former Lafarge executive. The new company also retained its former corporate offices in both France and Switzerland.

Since the merger LafargeHolcim has underperformed, reporting a loss of Euro1.46bn in 2017. Former senior executives from Lafarge have become embroiled in a legal investigation looking at the company’s conduct in Syria. LafargeHolcim’s first chief executive officer Eric Olsen resigned from the company in mid-2017 following fallout from a review into the Syria affair. Both Olsen and Lafont are currently under investigation by the French police into their actions with respect to a cement plant that the company kept operational during the on-going Syrian conflict. Olsen’s replacement, Jan Jenisch, is a German national who previously ran the Swiss building chemicals manufacturer Sika.

Regrettably the closure of LafargeHolcim’s corporate office in Paris will also see the loss of 97 jobs although some of the workers in Paris will be transferred to Clamart, in the south-western suburbs of the city. Another 107 jobs will also be cut in Zurich and Holderbank in Switzerland.

One more knock at the local nature of cement companies in the very international arena they operate in doesn’t mean that much beyond bruised national pride. British readers may mourn the loss of Blue Circle or Rugby Cement but the country still has a cement industry even if it mostly owned by foreign companies. France’s industry is doing better as it recovers following the lost decade since the financial crisis in 2008.

Jump to 2018 and LafargeHolcim is being run by a German with links to Switzerland, Holcim shareholders had the advantage during the merger, its former Lafarge executives and assets are facing legal scrutiny over its conduct in Syria and Lafarge’s old headquarters in Paris are being closed. LafargeHolcim in France still retains the group’s research and development centre at Lyon and a big chunk of the local industry. Yet Holcim has held an advantage ever since the final terms of the Lafarge-Holcim merger agreement were agreed so this slow slide to Switzerland is not really a surprise. From a distance it feels very much like the Holcim acquisition of Lafarge is finally complete.

China: The merger between China National Building Material (CNBM) and China National Materials (Sinoma) is looking likely to be completed in early May 2018. The companies have issued a scheduled timeline for key events of the withdrawal of Sinoma shares and the implementation of a share exchange. This process is expected to be completed on or around 3 May 2018 with CNBM updating its business registration at the Beijing Municipal Administration of Industry and Commerce as soon as possible thereafter. The merger marks the conglomeration of the leading Chinese cement producer and equipment manufacturer.

Chile: Hurtado Vicuna Group has asked its minor shareholders to support a merger between its subsidiaries Cementos Bicentenario (BSA) and Cementos Polpaico. Hurtado Vicuna holds a 57.1% share in Cementos Polpaico, according to the Diario Financiero newspaper. However, two of the company’s major shareholders, Volcan and Megeve, may oppose the merger. If successful the merger would create Chile’s largest cement producer. As part of its acquisition of Cementos Polpaico, Hurtado Vicuna agreed to sell some of BSA’s assets. This potentially could involve the divestment of BSA’s 26 concrete plants.

India: ACC and Ambuja Cements, the two Indian subsidiaries of LafargeHolcim, have put their merger plans on hold. ACC said that its board was of the opinion that there were ‘certain constraints’ blocking its merger plans, according to the Press Trust of India. However, it added that a merger was its ‘ultimate’ objective. Ambuja Cements made a similar statement. Both companies joined Holcim in 2005, before becoming part of LafargeHolcim in 2015.

China: The Anti-monopoly Bureau of the Ministry of Commerce has approved the merger between China National Building Material (CNBM) and China National Materials (Sinoma). Shareholders approved the merger between the leading Chinese producer and the equipment manufacturer in early December 2017 following approval by the Fair Trade Commission in South Korea in November 2017.

A member of the Global Cement LinkedIn Group commented this week on the merger between China National Building Material (CNBM) and China National Materials (Sinoma).

“Has the cement world got used to gigantic mergers or have we failed to understand how big this thing is locally, regionally and globally? It is shocking to see how little publicity and media attention is paid to this merger in comparison to the past ones. I find this to be potentially a game changer for the industry. This time, the game will be drawn from a single corner with less integration pains and much more alignment. A big wave coming…”

The comment was posted by Pavel Cech, a managing director of ResourceCo Asia based in Kuala Lumpur. This company is a waste recycling and waste management concern that specialises in alternative fuels for the cement industry. So a focus on the potentially massive drive for co-processing by the Chinese industry is understandable compared to, say, other companies in other continents. However, Cech’s point is valid: why isn’t this merger being talked about more?

CNBM is the largest cement company in the country with a reported total production capacity of around 406Mt/yr. Sinoma is a cement engineering company and the fourth largest cement producer in China with a total production capacity of approximately 112Mt/yr. The companies formally agreed to merge in September 2017 as part of a state-mandated industry consolidation. If these figures are taken at face value then the merger should increase the lead of the self-declared world’s biggest cement producer.

In non-Chinese terms this would be like HeidelbergCement merging with a major equipment manufacturer like ThyssenKrupp or FLSmidth. For these kind of companies, industry commentators and press, such as a Global Cement Magazine, would spend many column inches discussing the twists and turns of the merger as it played out. Just compare the Chinese merger to the debacle that has played out with the proposed acquisition of South Africa’s PPC by Fairfax, where seemingly every development was expounded upon both by PPC and the press.

For Global Cement’s reporting and coverage on China, problems arise from language difficulties, differences with the way Chinese media covers industry, the state-controlled aspect of many of the larger producers, issues obtaining accurate industry data and the sheer size of the sector. All of these impediments make it harder to cover the Chinese market. Add the relative insularity of the sector and it’s often easy to give the Chinese cement industry a special label, separating it out when talking about the global cement industry as a whole.

All this may be about to change as Chinese cement producers start firing up their own kilns outside of the motherland as part of the ‘One Belt, One Road’ initiative, making it easier to see what Chinese companies are doing. Except that Sinoma has already been out there in the rest of world building cement plants in many developing markets and creating competition for the Europe-based equipment manufacturers.

There has been little attention from competition bodies outside of China about the merger. The South Korean Fair Trade Commission approved the deal in November 2017 and that’s been about it. Combining a cement plant builder with a cement producer is a clear example of vertical integration in the cement industry. There is nothing necessarily anti-competitive about this but it could change the market dynamic where non-Chinese multinational and Chinese cement producers compete. If both CNBM and a rival wanted to open build a plant in the same area, then the competitor to CNBM might have less choice when it came to picking their equipment supplier. In addition, news stories such as the alleged pressure by the Chinese embassy in Sri Lanka to try and force a local development agency to choose Sinoma to build a grinding plant doesn’t instil confidence that a merged CNBM-Sinoma would play nice. Although, as today’s fine by the Colombian competition body to Cementos Argos, Cemex and Holcim for price fixing shows, non-Chinese cement producers are just as prone to malpractice.

The merger of CNBM and Sinoma is undeniably big news in the industry. Both within and outside China it is likely to have a pronounced effect. As explained above, for various reasons, the western press can’t cover China in the same way it does other countries. Once the Chinese producers start building more plants outside of China then this is likely to change significantly. Until then we’ll do our best to keep track of this and other Chinese news stories.