Displaying items by tag: Merger

China: China National Building Material (CNBM) and China National Materials Company (Sinoma) have entered into a merger agreement. The exchange ratio has been set at 1 Sinoma share to exchange for 0.85 CNBM share. After the merger is completed Sinoma will be absorbed into CNBM. Merger preparations for the two state-owned companies have been on going since mid-2016 when the Assets Supervision and Administration Commission announced the move.

CNBM is the largest cement company in the country with a reported total production capacity of around 409Mt/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 merger is part of the government’s plans to consolidate production domestically and refocus its industries internationally as part of the ‘One Belt, One Road’ initiative.

Europe: RHI and Magnesita have announced divestment agreements ahead of their proposed merger. RHI has signed a contract with a European refractories supplier for an undisclosed sum regarding the sale of its dolomite business in the European Economic Area. The sale consists of the production sites at Marone in Italy and Lugones in Spain. Magnesita has entered into a definitive agreement with Intocast to divest its business related to the production and supply of magnesia carbon bricks produced at the company's Oberhausen plant in Germany for Euro20.3m. Both sales were required by the European Commission as part of the merger process.

“With the sale of the two sites, the combination of RHI with Magnesita is also still right on schedule,” said RHI’s chief executive officer Stefan Borgas with regards to his company’s divestments “We expect the confirmation by the European Commission in the near future.”

RHI signed a contract in August 2017 to sell its production sites at San Vito in Italy and Sherbinska in Russia that produce fused cast refractories for the glass industry. Production at the company’s plant at Aken in Germany was stopped in the first half of 2017 for an indefinite period. RHI plans to sell or close the plant to maintain its production utilisation rate across the business.

South Africa: Canada’s Fairfax Financial Holdings has made an offer of US$154m to buy a stake in PPC on condition that the cement producer agrees to a merger with AfriSam. Fairfax will also invest a further US$309m to pay off AfriSam debts to aid the deal, according to the Cape Times newspaper. The proposed merger ratio is based on 58% PPC and 42% AfriSam.

PPC said to its shareholders that it had received two other offers from trade buyers about a ‘pan-African combination’ with PPC. It added that although it had yet to ‘fully consider’ the Fairfax proposal, the offer was ‘fundamentally’ undervalued.

South Africa: Negotiations between PPC and AfriSam, two of South Africa's biggest cement producers, about a potential merger have reached a make-or-break stage, according to local press, after AfriSam cancelled the heads of terms it had entered into with PPC back in February 2017.

Despite the cancellation of the heads of terms, AfriSam acting chief executive Rob Wessels said the company remained committed to pursuing a transaction and intended to submit a new proposal regarding a possible merger to PPC.

"AfriSam remains firm that a transaction between AfriSam and PPC will greatly benefit the stakeholders of both companies. For this reason, we continue discussions with PPC and will explore other alternatives available to us,” said Wessels. "It remains our belief that a transaction between the two companies offers the local cement industry an opportunity to develop a champion with the required scale, operational efficiency and balance sheet to enable further investment opportunities in South Africa and the rest of the continent."

However, PPC chairperson Peter Nelson said they had been involved in the negotiations for six months and there came a time when it was necessary to halt them. Nelson added that the negotiations would only continue beyond 1 September 2017 if the new proposal tabled by AfriSam was ‘of sufficient interest and attraction and fair to shareholders and warranted extending’ the negotiations. "We can't carry on forever,” said Nelson. “A lot of shareholders are frightened about the prospect.”

Brazil: The Brazilian competition authority CADE has cleared the proposed merger between Brazil’s Magnesita and Austria’s RHI Group without restriction. This is the last major regulatory approval the merger process has required. RHI and Magnesita announced in October 2016 that were to merge to create a new refractory company called RHI Magnesita in 2017.

Belgium: The European Commission has cleared a proposed merger between Brazil’s Magnesita and Austria’s RHI Group subject to the divestment of a number of production sites in Europe. Magnesita is required to sell its plant in Oberhausen, Germany along with its Oberhausen business in the European Economic Area (EEA). RHI is required to sell its dolomite business in the EEA including plants in Maroni, Italy, and Lugones, Spain. Magnesita and RHI said they are speaking to potential buyers at present.

“With today’s milestone, we have come significantly closer to the planned merger with Magnesita – and thus a globally leading company in the refractory industry which optimally combines the strengths of both companies,” explains Stefan Borgas, chief executive officer (CEO) of RHI and designated CEO of the future RHI-Magnesita Group.

Outstanding approvals required to complete the merger include that from the Brazilian Antitrust Authorities and the approval of the cross-border merger, of RHI AG with its subsidiary RHI MAG NV in the Netherlands, by the RHI General Meeting.

South Africa: PPC has ‘substantially agreed’ the structure and how it intends to implement a new broad-based black economic empowerment (BBBEE) transaction. However, it is waiting for the release of the new mining charter before proceeding, according to the Star newspaper. PPC chief executive Darryll Castle has said that the cement producer’s proposed merger with Afrisam is ‘going on in the background’ and that it would have to assess the impact of the Afrisam transaction on the company's new BBBEE transaction.

India: LafargeHolcim’s subsidiaries ACC and Ambuja Cement have started exploring the options for a merger. The cement producers have initiated a study to assess the benefits of the move. A special committee of directors, of which the majority are independent directors, has been constituted to commence the evaluation. The boards of both companies will make a decision once a recommendation is received from the special committee of directors and the Audit Committee.

Germany: Loesche has merged its activities in the combustion systems and drying systems sector into a central location at their main centre under the name Loesche Thermal Applications. Alongside the established hot gas generators, the business incorporates combustion systems for solid, liquid and gaseous fuels as well as complete drying systems for a wide variety of industrial applications, including the cement industry.

By uniting the core competencies in the thermal applications sector, the Loesche group seeks to strengthen its market position. Pooling marketing, project management, purchasing, processing technology and proactive development together with an individual burner test facility at the in-house test centre are also intended to raise efficiency. The business reorganisation will also see the merger of Loesche with A Tec Greco Combustion Systems Europe, a subsidiary that is currently based in Austria.

South Africa: AfriSam is preparing to replace its chief executive officer (CEO) to aid its merger discussions with PPC. Rob Wessels, a former chief investment officer at AfriSam’s black empowerment partner Phembani Group, is set to replace current Stephan Olivier on a short-term contract, according to sources quoted by Boomberg. The personnel manoeuvring would also potentially place PPC’s current CEO Darryll Castle in a strong position to become the merged company’s new leader. PPC and AfriSam announced that they had resumed merger talks in February 2017 after a previous attempt stalled in 2015.