Displaying items by tag: Merger

South Africa: PPC and AfriSam have resumed talks to discuss merging the companies. The cement producers will prepare an assessment on the proposed merger and then report back to their respective shareholders and boards. AfriSam previously proposed a merger with PPC in late 2014 before talks were called off in mid-2015. At that the time the two cement producers controlled about 60% of the local market.

Germany: HC Trading and Interbulk Trading have merged their operations to form HC Trading, following the acquisition of Italcementi by HeidelbergCement. The merger will continue the group’s international trading activities, specialising in cement, clinker, coal and petroleum-coke by expanding the trade network and improving its position in the market. The total turnover of the new trading company will be around US$1.4bn.

“We trust that, by having an enlarged geographic reach as well as an expanded product portfolio, we will be able to further enhance our efficiency to better serve the market and our business partners,” said Emir Adiguzel, the chief executive officer of HC Trading. He added that the group intends to use idle capacity from former Italcementi plants to meet demands from import facilities in Africa, North America and South East Asia.

India: Dalmia Bharat and OCL India have agreed to merge creating the fourth largest cement producer in the country with a production capacity of 25Mt/yr. Dalmia Bharat already owns a 75% share in OCL and the merger has been described as a move to ‘simplify the ownership’, according to Puneet Dalmia, managing director of Dalmia Bharat Group, in comments to the Economic Times.

“The merger will simplify the holding structure and create further consolidation in the cement sector,” said Dalmia. “This action further strengthens our position as one of the leading cement players in India, uniquely placed to support India’s economic growth, and demonstrates our commitment towards achieving simplification and consolidation.”

As mentioned last week, there were a number of big news stories, one of which was the planned merger between RHI and Magnesita. On 10 October 2016 both companies announced that they were combing to form a ‘leading’ refractory company with complementary assets and a completion date penned in for 2017. As Informed’s Mike O’Driscoll presents a good overview of the two companies and the general implications of the merger we will focus on the cement industry aspects of the merger here. It is worth noting here that the new company will be established in the Netherlands but its shares will be listed in London. O’Driscoll reckons that had the UK voted to stay in the European Union the new company would have been based in London.

Comparing like-with-like for RHI and Magnesita is difficult because Magnesita doesn’t publish figures on its refractory sales to the cement industry. However, RHI produced 443,000t of refractory materials in 2015 for its Industrial Division, including the cement and lime industries, and Magnesita produced 151,000t for its Industrial Division at the same time. As can be seen in Graph 1 RHI produces nearly three times as much refractory as Magnesita in this area. Sales volumes for RHI have fallen over the last five years and Magnesita’s sales hit a high in 2013. Total revenue for RHI, across all business lines, was US$1.95bn or about double that of Magnesita.

Graph 1: Refractory sales volumes to industrial divisions for RHI and Magnesita, 2011 – 2016. Sources: RHI and Magnesita financial reports. Note: Figures for Magnesita are calculated from percentages.

RHI reported that 12.6% of its revenue in 2015 came from the cement and lime industries. It pointed out that this sector of its business benefited from the growing construction industry in North America. Elsewhere, it had a tough time in most of its territories, with the exception of Indonesia where its revenue grew due to a major contract won in the lime segment. Over the last five years RHI’s revenue from its cement and lime customers dipped to a low in 2013 before recovering year-on-year since then.

However, the situation has deteriorated during the first half of 2016 with revenues from the cement and lime industries falling by 13% year-on-year. China was blamed as the biggest single factor, with business down by roughly a quarter as a result of the downturn in the construction industry, falling property prices and lower investment activities. One interesting point that RHI made at this time was that, “the globally weak economic situation and regional excess capacities are causing a decrease in repair volume.” Another was the importance the refractory producer placed on Africa and on Nigeria and Algeria in particular. This seems to belie the petrodollar woes Nigeria has experienced recently and the scaling back by Dangote Cement of its international expansion plans.

Magnesita reported that sales volumes for its industrial segments sector, including cement, dropped by 11.7% year-on-year to 133,000t in 2016. It blamed the shortfall on the declining cement industry in Brazil with problems in Venezuela also contributing. In contrast to RHI though it reported growing sales in the Middle East and Africa, notably in Saudi Arabia and Egypt. Sales revenue actually rose by 10.2% to US$145m due to favourable exchange rates on sales outside of Brazil.

In the first half of 2016 the negative trend in Brazil continued for Magnesita with sales volumes falling by 22% in its so-called ‘established’ markets. This was compensated for by Bolivia, Mexico, Argentina and the Middle East, Africa and the Commonwealth of Independent States territories. Sales volumes for its industrial segments sector rose slightly by 1.1% to 75,200t in the first half of 2016. Again, sales revenue grew on the back of exchange rates.

As with mergers between large producers in the cement industry, if global growth is stagnating, then mergers offer an alternative way for refractory companies to compensate. However, LafargeHolcim’s promise of savings and synergies has withered to periodic news bulletins of what assets the group is planning to sell next. One question to pose is whether the merger of RHI and Magnesita will herald a similar drip-drip of assets disposals in coming years or whether it will usher in a new era for the refractory industry. A large part of this will depend on the health of the steel industry, as well as minority markets such as cement.

Austria/Brazil: RHI and Magnesita are to merge to create a new refractory company called RHI Magnesita. RHI’s management board has agreed to sign a share purchase agreement with Magnesita’s controlling shareholders regarding the acquisition of a controlling stake of at least 46%, but no more than 50% plus one share of the total share capital of Magnesita, pending RHI’s supervisory board approval. The purchase price for the 46% stake will be paid in cash amounting to Euro118m and 4.6 million new shares to be issued by RHI Magnesita. The new company will be established in the Netherlands and listed on the London Stock Exchange.

As pat of the agreement, GP Investments (GP) will become a relevant shareholder of RHI Magnesita. The combined company’s corporate governance will consist of on a one-tier board structure while GP will be represented on the board of directors.

The deal is dependent on approvals by the relevant competition authorities, the migration of RHI to the Netherlands, the listing of RHI Magnesita’s shares in the premium segment of the Official List on the Main Market of the London Stock Exchange and RHI’s shareholders not having exceeded statutory withdrawal rights in an amount of more than Euro70m in connection with organisational changes preceding RHI’s migration from Austria. The migration and the preceding organisational changes in Austria require qualified approval by RHI’s shareholders’ meeting. If the deal is terminated for reasons not under the control of Magnesita’s controlling shareholders, an aggregate break fee of up to Euro20m is payable by RHI to Magnesita’s controlling shareholders.

The merger transaction is expected to complete in 2017. Until then, the two companies will remain completely separate and independent. Therefore customers, suppliers, employees and other stakeholders should expect no change in management teams, commercial relationships, supply chains and product offerings during this period.

RHI and Magnesita say that the new refractory company will bring together complementary businesses, both in terms of products and geographical footprint. Magnesita have a presence in South America and the US compared to RHI’s presence in Europe and Asia. The merger is also expected to aid the company’s position against the growing Chinese refractory industry. In addition, Magnesita’s position in dolomite-based products is complementary to RHI’s asset portfolio, which traditionally has a strong focus and an excellent market reputation for high-quality magnesite products.

Synergies from the merger are expected to deliver at least Euro36m in earnings before tax (EBIT) by 2020. However, if RHI Magnesita’s stake in Magnesita significantly exceed 46%, RHI expects substantially higher synergies of approximately Euro72m, especially in the areas of enhanced production efficiency and cost benefits in research and development, marketing and administrative functions. In addition, capital expenditure synergies are expected to amount to be Euro2 – 7m/yr and aggregate working capital savings of Euro40m are expected in the coming years.

Canada: The board of directors of Italcementi have met in Milan, Italy and have decided on integrate its operations in the Canadian market with the operations of HeidelbergCement, which from 1 July 2016 has been holding the majority stake in Italcementi and will take over the entire company following a mandatory takeover bid. The transaction involves the acquisition by Canadian Lehigh Hanson Materials (LHM), indirectly owned by HeidelbergCement, of the entire share capital, including ordinary and preference shares, of US-based Essroc Canada, which is indirectly owned by Italcementi, through vehicle company Essroc Netherlands. The price which Essroc will receive for the sale of Essroc Canada to LHM, equal to some US$281m, will be paid by assigning to Essroc 42,288 LHM shares of the new issue, or 15.5% in LHM share capital, and for the remainder - in cash US$151,000.

Azerbaijan: The Qazax Sement Zavodu LLC cement plant has merged with the Akkord Beton LLC concrete plant. The Ministry of Taxes of Azerbaijan reported the merger.

Switzerland: LafargeHolcim has announced that it will shed around 250 jobs as part of a reorganisation of its global operations. The announcement comes following the completion of merger proceedings between the former Lafarge and Holcim.

There will be 250 job reductions in corporate functions by the end of 2017, of which around 130 will be in Holderbank, Switzerland, 80 in L'Isle d'Abeau, France, and the remainder in other global sites in the rest of the world. This represents around 0.25% of LafargeHolcim’s 100,000 staff.

China: The Assets Supervision and Administration Commission has announced the reorganisation of the China National Building Materials Group Corporation (CNBM) and China National Materials Group Corporation (Sinoma). The commission did not provide further details on the merger.

CNBM is the world's major non-metal materials manufacturer, and cement equipment and engineering service provider, with total assets over US$64.5bn. Sinoma is also an industry leader in the construction materials industry. China has started accelerating the reorganisation of its SOEs to improve their competitiveness.

UK: Mechanical power transmission companies David Brown and Santasalo merged on 1 June 2016 to create David Brown Santasalo. Clyde Blowers Capital, an industrial investment firm based in Scotland, owns the business.

The merged company intends to serve markets in commodities, marine, defence, power, industrial and consumer end sectors. Its core business lies in gear engineering and power transmission products. The new company contains more than 1000 employees, seven major manufacturing plants and 23 service centres across six continents.

“David Brown Santasalo covers varied end markets including naval ships, minerals processing and the manufacture of a wide range of pulp and paper products. Across all these markets, our core differentiator is our fundamental capability to design and engineer gear systems for the world’s most demanding applications,” said Thomas Burley, Chief Executive Officer of David Brown Santasalo. He added that the company intends to focus on expanding its sales and service network, enhance its product offering and invest in its manufacturing base around the world.