1 Holcim for 1 Lafarge --> 2.4% disocunt for Lafaege compare to Friday close.
M&A Tearsheet: Holcim, Lafarge Agree to a Merger of Equals
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>
For Related News and Information:
First Word scrolling panel: FIRST<GO>
First Word newswire: NH BFW<GO>
To contact the reporter on this story:
Gaurav Panchal in London at +44-20-7392-0511 or
gpanchal2@bloomberg.net
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>
For Related News and Information:
First Word scrolling panel: FIRST<GO>
First Word newswire: NH BFW<GO>
To contact the reporter on this story:
Gaurav Panchal in London at +44-20-7392-0511 or
gpanchal2@bloomberg.net