As part of their proposed merger, Lafarge and Holcim announce they entered exclusive negotiations further to a binding commitment made by CRH regarding the sale of several assets.
- The assets include operations mainly in Europe, Canada, Brazil and the Philippines (see complete list below).
- Taken together, the assets being disposed under the terms of today's announcement generated estimated 2014 sales of EUR 5.2 billion, with an estimated 2014 operating EBITDA of EUR 744 million.
- The enterprise value of EUR 6.5 billion [CHF 6.8 billion] reflects the value of these high quality assets.
"The projected transaction is a key step towards the creation of LafargeHolcim and the value offered reflects the strong quality of the selected assets. This successful outcome demonstrates the quality of the collaborative work undertaken by Holcim and Lafarge teams. With this announcement, we remain firmly on track to complete our proposed merger in the first half of 2015", commented Wolfgang Reitzle, designated Chairman of the Board of Directors of LafargeHolcim and Bruno Lafont, designated CEO of the future combined company.
The divestment process will be carried out in the framework of the relevant social processes and the ongoing dialogue with the employee representatives' bodies. It will be submitted to the relevant Competition authorities and to the shareholders of CRH. The divestments are subject to the completion of the merger, including a successful public exchange offering and approval by Holcim's shareholders in the second quarter of 2015.
The closing of the planned merger is expected in H1 2015. It will create the most advanced group in the industry, operating in 90 countries, with a strong balance sheet, and will generate superior value for its shareholders, customers and other stakeholders.
Holcim is a global leader in the manufacture and distribution of cement and aggregates (crushed stone, gravel, and sand), as well as other activities, including ready-mix concrete, asphalt, and associated services. The company holds majority and minority shareholdings in some 70 countries and on every continent. In 2013, Holcim recorded net sales of over 19.7 billion Swiss francs. Thanks to our market-oriented structures, product innovations, skilled employees and efficient environmental management systems, Holcim is in a strong position now - and for years.
More information is available on Holcim website site: www.holcim.com
A world leader in building materials, Lafarge employs 64,000 people in 62 countries, and posted sales of €15.2 billion in 2013. As a top-ranking player in its Cement, Aggregates and Concrete businesses, it contributes to the construction of cities around the world, through its innovative solutions providing them with more housing and making them more compact, more durable, more beautiful, and better connected. With the world's leading building materials research facility, Lafarge places innovation at the heart of its priorities in order to contribute to more sustainable construction and to better serve architectural creativity.
The two companies are disposing of the following assets in Europe:
- France: in metropolitan France, all of Holcim's assets, except for its Altkirch cement plant and aggregates and ready-mix sites in the Haut-Rhin region, and a grinding station of Lafarge in Saint-Nazaire; Lafarge's assets on Reunion island, except for its shareholding in Ciments de Bourbon
- Germany: Lafarge's assets
- Hungary: Holcim's operating assets
- Romania: Lafarge's assets
- Serbia: Holcim's assets
- Slovakia: Holcim's assets
- United Kingdom: Lafarge Tarmac assets with the exception of Cauldon plant and certain associated assets
Outside Europe the two companies are disposing of the following assets:
- Canada: Holcim's assets
- United States: Holcim's Trident cement plant (Montana) and some terminals in the Great Lakes area
- The Philippines: the shares of Lafarge Republic, Inc. (LRI) from, and other specific assets of, the major shareholders (namely Lafarge Holdings Philippines, Inc., South Western Cement Ventures, Calumboyan Holdings, Inc., and Round Royal, Inc.), except LRI's (i) investment in Lafarge Iligan, Inc., Lafarge Mindanao, Inc. and Lafarge Republic Aggregates, Inc., (ii) Star Terminal at the Harbour Center, Manila, and (iii) other related assets.
- Brazil: assets from both Holcim and Lafarge, which include 3 integrated cement plants and 2 grinding stations (with a total of 3.6 Mt annual cement capacity), as well as some ready-mix plants located in the Southeastern region of Brazil.
This communication does not constitute an offer to purchase or exchange or the solicitation of an offer to sell or exchange any securities of Lafarge or an offer to sell or exchange or the solicitation of an offer to buy or exchange any securities of Holcim. Nothing contained herein is, or shall be relied on as, a promise or representation as to the future performance of Lafarge or Holcim.
This communication contains forward-looking information and statements about Holcim, Lafarge and their combined businesses after completion of the proposed transaction that have not been audited or independently verified. Forward-looking statements are statements that are not historical facts. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations. Although the managements of Holcim and Lafarge believe that the expectations reflected in such forward-looking statements are reasonable, investors and holders of Holcim and Lafarge shares are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of Holcim and Lafarge, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. The combined group may not realize the full benefits of the transaction.