2014-04-07 05:37:34.914 GMT
By Gaurav Panchal
April 7 (Bloomberg) -- Holcim, Lafarge deal structured as a
public exchange offer initiated by Holcim with an exchange ratio
of one Holcim share for one Lafarge share.
* To have equal div. on a per share basis between
announcement, completion
* Deal has unanimous approval by two boards of directors, full
support from core shareholders of both companies
* Deal expected to close in 1H 2015
* Rationale/Synergies:
* Combined sales amount to ~CHF39b/EU32b; Ebitda to
~CHF8b/EU6.5b
* Incremental synergies more than CHF1.7b/EU1.4b on full
run-rate basis phased in over three years with one third
in year one
* CHF1.2b/EU1b at Ebitda level
* CHF240m/EU200m in financial savings
* CHF240m/EU200m in capex optimization
* Strategic optimization of portfolio, anticipating
regulatory requirements through divestments: 10% to 15%
of global Ebitda
* Combined group to be uniquely positioned in 90 countries
* No country would account for more than ~10% of combined
rev.
* Terms Include:
* Offer subject to Holcim holding at least 2/3rd of share
capital and voting rights of Lafarge on a fully diluted
basis
* Regulatory approvals
* Deal would get scrutiny from Brussels to Brazil
* Deal would get scrutiny from Brussels to Brazil</li></ul></li></ul>
* Irrevocables/Agreements from:
* Thomas Schmidheiny, GBL and NNS Holding have entered
into agreements in support
* Billionaires gain as Lafarge, Holcim to merge
* Billionaires gain as Lafarge, Holcim to merge</li></ul></li></ul>
* Post Merger Structure:
* LafargeHolcim would be listed on the SIX in Zurich and
Euronext Paris
* Will continue to be domiciled in Switzerland
* Would operate under local governance rules with a board
composed with equal numbers (seven) of Lafarge, Holcim
directors
* Chairman of the new board would be Wolfgang Reitzle,
future chairman of Holcim
* Bruno Lafont, chairman and CEO of Lafarge would become
CEO
* Thomas Aebischer, Holcim’s CFO would become CFO
* Jean-Jacques Gauthier, Lafarge’s CFO would become chief
integration officer
* Executive Committee to be formed from Lafarge, Holcim
management
* Will maintain an attractive dividend policy
* Exchange Offer
* Exchange offer would be filed with AMF after relevant
regulatory approvals been obtained, be subject to review
by the AMF in France
* Offer will not be open to the public in U.S., any
jurisdiction other than France where action to permit
offer is required
* Statement here: http://www.holcim.com/merger
* NOTES:
* Top Shareholders: Bloomberg data
* Holcim: Thomas Schmidheiny 20.11%, Eurocement 10.8%,
Harris Associates 5.11%, Harbor Capital 2.7%,
Capital Group 1.3%
* Lafarge: GBL 20.99%, NNS Holding 13.94%, Dodge & Cox
7.02%, Southeastern Asset Mgmt 4.98%, Norges Bank
2.4%
* Short Interest (as of April 3): Markit:
* Holcim: 1.34% of shares outstanding, 4.7 days to
cover
* Lafarge: 2% of shares outstanding, 8.1 days to cover
* Lafarge: 2% of shares outstanding, 8.1 days to cover</li></ul></li></ul>
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To contact the reporter on this story:
Gaurav Panchal in London at +44-20-7392-0511 or
gpanchal2@bloomberg.net
Sun Pharmaceutical to Buy Ranbaxy in $3.2 Billion Deal
FDA Has Barred Imports From Four Out of Five of Ranbaxy's Factories in India
Some tablets made by Ranbaxy are arranged for a photograph in Mumbai, in a file photo from Feb. 20. Bloomberg News India's Sun Pharmaceutical Industries Ltd. 524715.BY +2.50% is taking over troubled domestic rival Ranbaxy Laboratories Ltd. 500359.BY -2.41% from its Japanese owner, Daiichi Sankyo Co. 4568.TO +3.59% , which struggled for years to turn around the company, in a deal valued at US$3.2 billion.
Ranbaxy, one of the world's biggest generic drug makers, has battled to overcome increasingly stringent regulatory measures by the U.S. Food and Drug Administration, which has barred imports from four out of its five factories in India, on safety concerns.
Before the ban, the U.S. market accounted for around 40% of Ranbaxy's revenues. Ranbaxy accounted for 20% of Daiichi Sankyo's revenues, the company said earlier this year.
The deal to sell Ranbaxy is a sign that Daiichi Sankyo is retreating from an expensive effort to clean up Ranbaxy's drug-making process. Japan's second biggest drug maker, which has spent tens of millions of dollars each year on the efforts, acquired a controlling stake in Ranbaxy in 2008 for $4.6 billion.
Mumbai-listed Sun Pharma, one of India's largest generic drug companies, will pay Ranbaxy shareholders using its own shares, offering 0.8 Sun Pharma share in return for every Ranbaxy share. The combined company will have revenue of US$4.2 billion, the Indian firms said in a statement on Monday. Sun Pharma said the equity value of the deal is US$3.2 billion.
Daiichi Sankyo said that after the sale, it will hold 9% stake in Sun Pharma, as well as the right to nominate one director on the company's board.
The Japanese company said the deal will be completed by the end of December, pending approval from Sun Pharma, Ranbaxy and the relevant authorities. Daiichi Sankyo will give details on the impact on earnings as soon as the details of the deal are finalized.
Among the problems that were identified at Ranbaxy were poor sanitary conditions in a laboratory where windows couldn't be shut and there were flies "too numerous to count," FDA said in a January report.
U.S. regulators in January barred the import of drugs from one of Ranbaxy's plants, in Toansa, after investigators said workers there were fudging test results. Drug imports to the U.S. from the other plant have been blocked since 2008.
Sun Pharma has also had its own struggles with the FDA, with imports barred from one of its plants in the state of Gujarat in March. However, the company has said the impact from the ban on its earnings would be negligible.
Sun Pharma has been looking to buy assets at home and abroad and had been talking to banks to meet such ambitions. It has earlier struck more than a dozen deals in India and overseas .
Last year, it made a failed bid for eye-products maker Bausch & Lomb, which was acquired by Canada's Valeant Pharmaceuticals International Inc. VRX.T -3.87% in a $4.5 billion deal.
Asian Market Update: World Bank cuts China 2014 GDP forecast to 7.6%; Australia construction remains tepid
***Economic Data*** - (AU) AUSTRALIA MAR ANZ JOB ADS M/M: 1.4% V 4.7% PRIOR (2nd consecutive rise) - (AU) AUSTRALIA MAR AIG PERFORMANCE OF CONSTRUCTION INDEX: 46.2 V 44.2 PRIOR (3rd month of contraction) - (JP) JAPAN MAR OFFICIAL RESERVE ASSETS: $1.28T V $1.29T PRIOR - (TW) TAIWAN MAR CPI Y/Y: 1.6% V 1.0%E; WPI Y/Y: 0.2% V 0.3%E - (NZ) New Zealand Mar QV House Prices Y/Y: 8.8% (6-month low) v 9.3% prior
Market Snapshot (as of 03:30 GMT): - Nikkei225 -1.3%, S&P/ASX -0.2%, Kospi -0.2%, Shanghai Composite closed, Hang Seng -0.4%, Jun S&P500 -0.1% at 1,859, Jun gold -0.1% at $1,302, May crude oil -0.3% at $100.85/brl
***Highlights/Observations/Insights*** - World Bank cut its forecast for China GDP by a decimal to 7.6% in 2014 while also affirming its 2015 forecast at 7.5%, reflecting a "bumpy start to the year". Specifically, World Bank noted slowing growth rate of industrial production and contraction in exports, but also said it expects "quarterly growth to rise at midyear as external demand from the high-income countries solidifies." For the developing East Asia and Pacific (EAP) region, World Bank also cut its 2014 and 2015 targets to 7.1% from 7.2% previously expected.
- Australia AiG construction index rose 2 points but remains in contraction territory for the 3rd consecutive month. Note that this is also the 3rd of the AiG-tracked sector reports, and all three (other being services and manufacturing) are now in contraction territory. In its accompanying commentary, AiG research team said house building activity stabilised, with the sectors rate of growth only marginal, but contraction was particularly evident in engineering construction. A closely followed component of employment of the report said conditions deteriorated for a fourth consecutive month in March, and at steeper rate than in February. Later in the day, Australia ANZ jobs ads saw a modest m/m increase of 1.4% ahead of the widely anticipated official employment data from Australia this Thursday.
- In Japan, local press report assessed the early impact of higher sales tax, noting "car dealerships and department stores saw a noticeable drop in business the first weekend after the 5% consumption tax went up to 8%, but electronics retailers fared less badly than they had feared." Late last week, PM Abe's economic adviser Honda reiterated his support for BOJ to undertake additional easing, while a research report from SocGen forecasted BOJ would announce fresh measures at its Apr 30th meeting. Note that the BOJ will also make a policy announcement in tomorrow's session.
- Over the weekend, tensions have flared up once again in Ukraine, as protesters in the eastern cities seized several administrative buildings and demanded a referendum. Ukraine's interior min Avakov said he will order the police to peacefully restore order, blaming Russian Pres Putin for the provocations. Separately, Ukraine interim PM Yatseniuk denounced last week's gas price hike by Russia's Gazprom as unacceptable, warning that Ukraine should now prepare for the possibilities of Russia halting deliveries.
***Fixed Income/Commodities/Currencies*** - (JP) BOJ offers to buy ¥400B in 5-10yr JGB and ¥170B in JGB with maturity over 10-yr as well as ¥450B in CP - GLD: SPDR Gold Trust ETF daily holdings fall 1.8 tonnes to 809.2 tonnes (lowest since Mar 7th)
- USD majors are little changed, with slightly more pronounced moves coming after the World Bank cut of China GDP. AUD/USD is off by about 20 pips from its best levels below $0.9280, while NZD/USD retreated back below $0.86 after rising as high as $0.8615. USD/JPY is in a 20pip range around ¥103.30 while EUR/USD is in a 10pip range around $1.37.
***Equities*** US markets: - CTRP: Hearing rumors Baidu to fully acquire Ctrip.com; Baidu said to integrate Ctrip.com and Qunar.com after acquisition - Chinese press - SYMC: Said to be seeking to hire an advisor to protect against activist investors following reports on 3/27 that an activist investor could be seeking to effect change at the company - financial press
Notable movers by sector: - Consumer Discretionary: Kwoon Chung Bus Holdings 306.HK +25.5% (sales, purchase agreement); Toray Industries 3402.JP -1.2% (acquires asset) - Financials: Future Land Development Holdings 1030.HK +1.2% (Mar sales results); WesFarmers Ltd WES.AU +0.9% (to sell asset); Hong Kong Exchanges & Clearing Limited 388.HK +0.5% (speculation of interconnection with mainland exchanges) - Energy: CNOOC 883.HK +1.5% (speculation on asset sale); Sunshine Oilsands 2012.HK -12.7% (announces strategic financial plans) - Industrials: Kai Shui International Holdings 822.HK -2.3% (FY13 results); Great Wall Motor 2333.HK +2.0% (Mar sales results) - Technology: TCL Corp 1070.HK +4.1% (to launch game console)