Displaying items by tag: Takeover

Mexico: President Andrés Manuel López Obrador has accused the US government of funding environmentalists' challenges to the government's planned Tren Maya tourist railway project. AP News has reported that López Obrador has declared the project a matter of national security.

Cemex is currently embroiled in a dispute with Vulcan Materials subsidiary Sac-Tun over use of the latter's Punta Venado terminal in Quintana Roo. The terminal sits along the planned route of the Tren Maya line. The Mexican State Prosecutor's Office supported Cemex's re-entry into the terminal on 14 March 2023. The government previously rejected Sac-Tun's application to renew its quarrying licence for its quarry at the site of the terminal.

For more on this story, read our Global Cement Weekly analysis.

Australia: Seven Group has increased its stake in Boral to 52% via a 3% equity swap with Macquarie. the company now has effective control of the building materials producer although it assured Boral that it would retain a majority of independent directors, according to the Sydney Morning Herald newspaper. However, Boral has continued to urge its shareholders to resist the ongoing offer by Seven Group to buy their shares. The takeover bid has been valued at around US$6.5bn. Boral is currently in the process of selling its US fly ash business.

Romania/Switzerland: Romania’s anti-trust authority has completed its review of LafargeHolcim’s takeover of the precast concrete manufacturer Someco for an undisclosed sum. SeeNews has reported that the body found that “no significant obstacles to effective competition” were raised by the deal.

Somaco’s five precast concrete and one aerated concrete block production plants, which employ 750 people, made sales of Euro56m in 2018.

Philippines: The 30-day inquiry by the Mergers and Acquisitions Office (MAO) of the Philippine Competition Commission (PCC) into First Stronghold Cement’s takeover of Holcim Philippines has concluded that the deal may affect market concentration in the cement sector. The Philippine Star reports that this finding clears the way for a phase-two review. The MAO will seek to ascertain whether the deal might result in lessened competition or increase the likelihood of cartel-like activities. This ties in with the Commission’s general investigation into anti-competitiveness in the cement industry.

First Stronghold Cement, a subsidiary of San Miguel, has a stake in Northern Cement and its president and chief operating officer, Ramón Ang, is also the majority owner and chairman of Eagle Cement. In May 2019 it acquired 85.7% of Holcim Philippines for US$2.15bn.

Germany’s Knauf announced this week that it is set to buy North American wallboard producer USG. The news is relevant for the cement industry because both companies are prominent gypsum producers. They are leading gypsum wallboard producers, with assets around the world, including gypsum mines. Although their focus is on wallboard a significant proportion of raw gypsum ends up being used in cement production. Hence, the takeover of a major North American producer by a European one deserves attention.

First a little background on the deal between Knauf and USG. The takeover has been a particularly acrimonious one at times, with both parties throwing strong language at each other and, although it has avoided being a hostile takeover, at times it seemed close. The deal became public in March 2018 when USG publicly said that it had rejected a bid of US$5.9bn from Knauf. It described the offer at the time as ‘wholly inadequate.’ Knauf then fought back by sending a letter to USG’s shareholders urging them to vote against director nominees at the next annual general meeting. Knauf owns 10.5% of USG’s shares. Then, in April 2018, Warren Buffett, the chief executive officer of Berkshire Hathaway, USG’s largest shareholder with a 31% stake, swung behind Knauf’s scheme. At this point it was revealed that Buffett had facilitated the initial talks between USG and Knauf. He even described the investment in USG as ‘disappointing.’ Buffett’s public move against USG in April 2018 signalled the death knell to USG’s independence. The US$7bn deal between Knauf and USG was agreed and announced on 11 June 2018. The transaction is expected to complete in early 2019.

USG operates 12 mines or quarries in North America. It also has other assets around the world including three gypsum mines in Oman, Thailand and Australia respectively that it runs in conjunction with its USG Boral joint venture in the Middle East and Asia. By contrast Knauf held over 60 quarries in 2014 with a focus on Europe.

The interesting implications from the merger may arise from what Knauf plans to do in certain regions. North America for example saw a reduction in raw mined gypsum production since the financial crash in 2008 as building markets suffered. Rising levels of synthetic gypsum production from coal power plants partly compensated for this. Buying USG gives Knauf a truly global base of natural gypsum production with which it can supply both itself and any cement customers. Knauf has a real shot of cornering the market in raw gypsum production provided it can keep the price low enough to stop enough rival mines being opened. Knauf might decide, as the construction market continues to recover in the US, to bring in the extra gypsum from elsewhere if it proved cost effective. Hooking up USG-Boral gypsum resources in Asia with Knauf’s might have implications for cement producing countries that lack sufficient gypsum supplies such as India. Oman is building itself up as the major gypsum exporter to Asia and USG-Boral is a part of it, with major gypsum resources in the country.

In terms of the cement industry it seems likely that there will be no immediate shakeup of gypsum supply. Long term supply contracts with either USG or Knauf should remain as they were and will stransfer to the new enlarged company. Knauf’s main market for gypsum is to use it to make wallboard but gypsum use for cement is a significant market as well. The ‘fun’ starts when or if Knauf starts to reorganise its supply chains. As its focus is on the wallboard business there may be implications thereafter for cement users. And since Knauf’s only major competitor at scale is Saint-Gobain, the market has just shrunk.

Pakistan: Dewan Cement has rejected a takeover bid by Mega Conglomerate to buy a 87.5% stake in it. Chairman Dewan Mohammad Yousuf Farooqui turned down the offer following a valuation of the company, according to the Pakistan Today newspaper. The valuation reported that the value of the cement producer was below the initial offer made by Mega Conglomerate due to low capacity utilisation rates at Dewan’s plants and the need for investment at the sites. Dewan Cement has claimed that negotiations are still on going.

Trinidad & Tobago: Cemex’s indirect subsidiary Sierra Trading has successfully made its offer and take-over bid for Trinidad Cement. The subsidiary received the Foreign Investment License from the Trinidad & Tobago Ministry of Finance confirming that all terms and conditions of an amended offer made in January 2017 had been accepted.

Cemex increased its offer to buy a controlling stake in Trinidad Cement in mid-January 2017 with a value of up to around US$100m. However, the directors of Trinidad Cement recommended twice that its shareholders reject the offer. Although Cemex has passed the threshold required to take control of Trinidad Cement its share offer will remain open in Jamaica for local shareholders until 7 February 2017 due to local legislation.

Trinidad & Tobago: The directors of Trinidad Cement have once again advised shareholders to reject an offer by Cemex to buy the company. In a circular to shareholders the cement producer said that the amended offer made by Cemex in early January 2017 was still below the value its auditors had calculated. Cemex previously made an offer to Trinidad Cement in December 2016.

HeidelbergCement has finally provided a little more detail about its acquisition of Italcementi with the releases of its preliminary results for 2015. The key message is that all is well. Expected savings from the takeover are growing, less borrowing is required to make the purchase and the approvals from competition commissions around the world are rolling in.

Looking at the cost savings first, the potential for synergies or operational savings was first estimated at Euro175m at the time of the takeover announcement in late July 2015. At that time HeidelbergCement hoped to be able to deliver almost 30% of this figure in 2016. If it goes ahead this will sweeten the honeymoon period considerably following the completion of the deal. The largest savings were expected to come from the commercial area and in purchasing.

This figure then grew to Euro300m at the time of HeidelbergCement’s third quarter results in November 2015. Now, the effects of financing costs and taxes were included. At this point some more strategy about how HeidelbergCement was planning to use Italcementi’s resources started to emerge in the synergy calculations. HeidelbergCement intends to use its global trading business with Italcementi’s ‘export orientated’ cement plants. Import demand, for example in North America or Africa, that used to be bought from third party sources previously, can now be supplied by Italcementi’s plants after the merger, meeting demand and holding capacity utilisation rates up. With the publication of the preliminary results for 2015 the savings figure has grown to Euro400m with little explanation. If only it were that easy to find Euro100m down the back of my sofa.

The financing has also been proceeding smoothly. The loan value required for the takeover has fallen from Euro4.4bn to Euro2bn. Reasons for this include the exclusion of the risk of a mandatory takeover offer to minority shareholders in Morocco, some of Italcementi’s creditor banks agreeing to waive their change of control clauses and the issuance of a Euro625m bond in January 2016. The bridge financing, available initially from Deutsche Bank and Morgan Stanley, remains at Euro2.7bn.

Finally, competition commission approval has been granted in India, Canada, Morocco and Kazakhstan. Despite holding a cement product capacity of 10.5Mt/yr in India with 4.1Mt/yr additional capacity in development, this was unlikely to be a problem in India, with its total national capacity of 280Mt/yr. The commission implemented the Elzinga Hogarty Test and concluded that there is sufficient competition.

This leaves the possibly trickier approvals outstanding in Europe and the US. Belgium is likely to be the main issue in Europe given that the two companies run 73% or 4.5Mt/yr of the market in production capacity. Divestments are expected here.

In the US, precedent should save HeidelbergCement from interference. HeidelbergCement’s and Italcementi’s combined cement production assets will give it a production capacity of 16.4Mt/yr or around 14% or market share. This will make it the second biggest producer in the country after LafargeHolcim which had its merger approved in 2015. There are no obvious overlaps in their clinker production assets except for a minor one in Pennsylvania which holds both the 2Mt/yr Ordinary Portland Cement Essroc (Italcementi) Nazareth Plant and the 0.13Mt/yr Lehigh White Cement (HeidelbergCement). These two plants are unlikely to be considered in competition with each other.

So, continued smooth sailing is expected for the takeover. Since most of the information regarding the acquisition has come directly from HeidelbergCement it was unlikely to appear otherwise. Let’s see whether this remains the case when Italcementi releases its financial results for 2015 later in the week on 19 February 2016.

Vietnam: Viettel Group, the leading telecom company in Vietnam operated by the Ministry of Defence, has signed an agreement with Vietnam Construction and Import-Export Joint Stock Corporation (Vinaconex), to buy a 70% stake in Cam Pha Cement. Viettel also purchased Cam Pha Cement's debts guaranteed by VCG in a deal with a total value of US$127m. Viettel currently holds a 21.3% stake in Vinaconex.

With the share sale, Vinaconex will cut its holding in the loss-making cement plant to 30% and avoid further losses from the unit. Vinaconex has paid US$114m worth of debts owed by Cam Pha Cement. Following the deal Cam Pha will sell its cement to military-run construction companies.

Cam Pha Cement made an accumulated loss of US$75m in 2012. The cement plant based in Quang Ninh Province has a production capacity of 2.3Mt/yr.