Displaying items by tag: Merger

Europe: On 8 May 2015, Lafarge and Holcim secured support from Holcim shareholders for their proposed merger. Representing around 72% of Holcim's share capital, the 738 shareholders attending the Extraordinary General Meeting of Holcim Ltd approved all motions proposed by the board of directors.

"Holcim shareholders have voted for a joint future with Lafarge with an overwhelming majority. With this decision, we create the opportunity for profitable and sustainable growth. Holcim and Lafarge can now take the final steps to found the world leader in the building materials sector," said Wolfgang Reitzle, currently chairman of Holcim and future co-chairman (statutory chairman).

"It is a great satisfaction that Holcim shareholders overwhelmingly gave their support to the proposed merger. This endorsement is a clear demonstration that shareholders are fully convinced of the substantial value creation potential. I am confident that Lafarge shareholders will in turn ratify this once-in-a-lifetime opportunity and tender their shares, paving the way to the merger. The combined group will be a unique global champion in the building materials industry, focusing on customers and innovation, uniting the best teams in the industry. Featuring a new business model, outstanding cash flow generation capabilities and reduced capital intensity LafargeHolcim is designed to deliver superior returns to shareholders," said Bruno Lafont, currently chairman and CEO of Lafarge and future co-chairman of LafargeHolcim.

Holcim shareholders approved with a vast majority the creation of both ordinary and authorised share capital, which are necessary for the successful completion of the merger. In addition, shareholders also voted for the creation of authorised share capital in order to allow the distribution of a stock dividend to all shareholders of the new Company. The proposal to change the corporate name of Holcim Ltd to LafargeHolcim Ltd was approved as well.

The shareholders elected Bruno Lafont, Bertrand Collomb, Philippe Dauman, Paul Desmarais Jr, Oscar Fanjul, Gérard Lamarche and Nassef Sawiris to the board of directors. They will join Wolfgang Reitzle, Beat Hess, Alexander Gut, Adrian Loader, Thomas Schmidheiny, Hanne Birgitte Breinbjerg Sørensen, and Dieter Spälti, who had been elected at Holcim's ordinary General Meeting on 13 April 2015. Subject to the effective completion of the exchange offer, Anne Wade and Jürg Oleas will resign from their office as current members of the board of directors of Holcim.

India: Aditya Birla Group´s UltraTech Cement plans to merge the cement division of BK Birla-owned Century Textiles and Industries, Century Cement, in a share-swap proposal with a deal value of US$1.64bn. The transaction, if approved by the boards of both companies, would help UltraTech add 13Mt/yr to its existing capacity of 65Mt/yr, taking it to the total of 78Mt/yr.

India: The Meghalaya High Court has approved the de-merger plans between Star Ferro and Cement Ltd (SFCL), Shyam Century Ferrous Ltd and their respective shareholders. The company's board had approved a de-merger scheme in 2014 under which a new company, Shyam Century Ferrous Ltd, was formed to separate the company's ferro alloy division as part of an overall business reorganisation plan.

US/Canada: Lafarge and Holcim have received final approval for their proposed merger from the competition authorities in the US and Canada. All competition approvals necessary for closing the transaction have now been obtained ahead of the expected closing in July 2015.

Following the regulatory assessment in all key jurisdictions, Holcim and Lafarge can now present a final list of divestments to satisfy regulatory requirements. These divestments remain subject to the completion of the merger, including a successful public exchange offering to Lafarge's shareholders and approval by Holcim's shareholders.

India: Century Textiles & Industries is reportedly planning to sell its cement business and merge it in an all-share deal with India's largest cement maker UltraTech. Both companies are in the final stages of a plan to merge the cement businesses, according to local media.

Once approved by shareholders, the merged entity's cement production capacity would total 87M/yr. This would help UltraTech achieve 100Mt/yr ahead of its target of 2020. UltraTech would gain access to the eastern market while strengthening its presence in Maharashtra, Chhattisgarh and Madhya Pradesh.

US: Lafarge and Holcim have announced further details on the package of assets that they propose to divest in the US as part of their planned merger to create LafargeHolcim. The divestments include:

- Lafarge's 1.1Mt/yr Davenport cement plant in Iowa and seven terminals along the Mississippi River. The units will be sold to Summit Materials for US$450m in cash plus Summit's Bettendorf, Iowa cement terminal;
- Holcim terminals in Michigan and Illinois;
- Holcim Skyway 600,000t/yr slag grinding station in Illinois;
- Holcim Camden 700,000t/yr slag grinding station in New Jersey, along with a terminal in Massachusetts.

The proposed divestments have been negotiated with the staff of the Federal Trade Commission and remain subject to review and approval by the commission. The divestments will be completed subject to acceptance by the commission and to the closing of the merger between Holcim and Lafarge.

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.