Lafarge and Holcim have formally notified the European Commission of their proposed merger in order to obtain regulatory approval. With this notification, Holcim and Lafarge have now completed all necessary notifications with regulatory authorities worldwide.
During the constructive pre-notification discussions which Lafarge and Holcim have had with the European Commission, the list of proposed assets for divestment in Europe has been slightly amended. Compared with the list of assets presented on July 7, 2014, the two companies now propose:
- to retain Lafarge's Mannersdorf plant located in Austria
- to divest all of Holcim's operations in Slovakia
In the rest of the world, the proposed list of assets remains the same, with the exception of the Philippines, as announced by the boards of directors of Lafarge Republic Inc. and of Holcim Philippines Inc.
In parallel to the regulatory process, Holcim and Lafarge are in ongoing negotiations with potential buyers of the assets that are proposed for divestment.
As previously stated, the proposed divestments are subject to review and approval of the regulatory authorities and to the agreement of joint venture partners where relevant. As announced, both companies will continue to consider whether further divestments would be necessary in areas where there are overlaps or to satisfy regulatory requirements.
The divestment process will be carried out in the framework of the relevant social processes and ongoing dialogue with the employee representatives' bodies.
The closing of the planned merger is expected in H1 2015, with the aim of creating the most balanced and diversified portfolio in the industry, operating in 90 countries and creating superior value for its stakeholders and customers.
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.
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 proposing the following disposals in Europe:
- France: Holcim's assets in metropolitan France, except for its Altkirch cement plant and aggregates and ready-mix sites in the Haut-Rhin region; 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
- the UK: Lafarge Tarmac assets with the possible exception of the Cauldon plant and certain associated assets
The future group will have a significant and balanced industrial base in Europe - around 20% of its revenues - within its overall global footprint, enabling it to take advantage of the European economic recovery.
Outside Europe the following assets are being proposed for divestment:
- Canada: Holcim's assets
- Mauritius: Holcim's assets
- The Philippines: Major stockholders of Lafarge Republic, Inc. (namely Lafarge Holdings Philippines, Inc., South Western Cement Ventures, Calumboyan Holdings, Inc., and Round Royal, Inc.) intend to offer to sell their respective shares in the corporation to potential third party buyer(s), subject to agreement on the terms and conditions of the sale and completion of the global merger between Holcim Ltd. and Lafarge SA. In parallel, Lafarge Republic, Inc. will study, consider and negotiate the sale to Holcim Philippines Inc., of 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 specific assets, contracts or businesses as may be identified and negotiated between the parties.
- 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.