Holcim and Lafarge announced their intention to combine the two companies through a merger of equals, unanimously approved by their respective Board of Directors and fully supported by the core shareholders of both companies.
LafargeHolcim would increase its offer to customers through innovation delivered on an expanded scale, best-in-class R&D, and a combined portfolio of solutions and products. Additionally, the new global group would have an enhanced presence in the global building materials sector with a number-one position globally across cement, concrete and aggregates and new opportunities to optimize production and commercial networks.
“This proposed merger is a once in a lifetime opportunity to deliver substantially better value to customers with more innovation, a wider range of products and solutions and more sustainability and enhanced returns to shareholders,” said Rolf Soiron, current chairman of Holcim. “LafargeHolcim will be uniquely positioned to take advantage of growth in developed markets and the world’s fastest growing economies by supplying the materials that will enable the construction industry to meet the challenges of the future.”
After a strategic optimization of the portfolio through a pro-active divestment process, in anticipation of regulatory requirements, LafargeHolcim would occupy complementary positions. Combined operations would include production sites located in 90 countries across all continents. No country would account for more than 10 percent of combined revenues.
Bruno Lafont, chairman and CEO of Lafarge, commented, “I am very proud to propose today this new chapter in Lafarge’s long industrial history which is the fruit of the commitment of our people over the years. By combining Holcim’s experienced teams, complementary geographies and innovative expertise with ours, we propose to set up the most advanced group in the construction industry, for the benefit of our clients, our employees and our shareholders.
“I am confident that this merger of equals provides a unique opportunity to rapidly create the most advanced platform in our industry with outstanding synergies. With a best in class international portfolio, robust balance sheet and strong governance, the new group will offer higher growth and low risk, thus creating more value.”
LafargeHolcim would be listed on the SIX in Zurich and Euronext Paris. It would continue to be domiciled in Switzerland, and would operate under the local governance rules with a board composed with equal numbers of Lafarge and Holcim directors. The chairman of the new board would be Wolfgang Reitzle, future Chairman of Holcim.
Lafont would become CEO of the new group and member of the board. Thomas Aebischer, Holcim’s CFO would become CFO of the new group. Jean-Jacques Gauthier, Lafarge’s CFO would become Chief Integration Officer of the new group. The Executive Committee would be formed from both Lafarge and Holcim management.
In order to ensure efficient execution of the merger, an integration committee will prepare the integration plan to be implemented straight after the closing of the transaction. Bernard Fontana, Holcim CEO will remain in charge of Holcim until completion of the transaction. He will co-chair the integration committee.
The proposed combination is conditional upon, among other things, execution of definitive documentation, approval of the shareholders of Holcim and obtaining required regulatory and other customary authorizations. Completion is expected by the end of H1 2015 subject to obtaining regulatory approvals.
The parties will proceed with required information and consultation procedures with the relevant employees representative bodies of Lafarge and Holcim regarding the proposed transaction prior to execution of the final documentation. The exchange offer would be filed with the Autorité des Marchés Financiers (AMF) after relevant regulatory approvals have been obtained and would be subject to review by the AMF in France. The exchange offer will not be open to the public in the United States or any jurisdiction other than France where action to permit the offer is required.
Thomas Schmidheiny, GBL and NNS Holding Sarl have entered into agreements in support of the proposed combination.