HeidelbergCement acquire 45% stake in Italcementi
Acquisition triggers obligation to execute mandatory tender offer for remaining shares
ON Friday 1 July, HeidelbergCement AG completed the acquisition of a 45% shareholding in Italcementi SpA from Italmobiliare SpA, after all conditions for the closing of the transaction were fulfilled following approvals by the relevant competition authorities.
In July 2015, HeidelbergCement and Italmobiliare entered into a share purchase agreement regarding the acquisition of a 45% shareholding in Italcementi. With the closing of this transaction, HeidelbergCement acquired 157.17 million ordinary shares for a total consideration of €1.67 billion, based on a price of €10.60 per Italcementi share.
Of the 157.17 million ordinary shares, 82.82 million were acquired against cash, with remaining 74.35 million acquired against the assignment of 10.5 million newly issued shares of HeidelbergCement. As a result, Italmobiliare have become HeidelbergCement’s second largest industrial shareholder with a stake of 5.3%.
As part of the share purchase agreement, Italmobiliare agreed to purchase certain non-core assets of Italcementi. These were sold to Italmobiliare on 30 June 2016 for total proceeds of €237 million, which form part of the overall proceeds from divestments of at least €1 billion that HeidelbergCement are targeting as part of refinancing the acquisition.
The divestment process for assets in Belgium and the US, as agreed with the antitrust authorities, is still progressing.
‘Today’s closing is an important milestone in the history of HeidelbergCement,’ said Dr Bernd Scheifele, chairman of the management board. ‘By adding Italcementi to our Group, we are considerably strengthening our global footprint and innovation capabilities.
‘We see significant potential for value creation with the realization of synergies and by learning from each other’s best practices. From now on, we will focus all our efforts on the integration of Italcementi into our Group.’
The acquisition of the 45% stake in Italcementi has triggered the obligation to execute a mandatory tender offer to the remaining shareholders of Italcementi, with the offer document to be filed with the Italian regulator within 20 days. The acceptance period is expected to commence at the end of August and HeidelbergCement expect the entire transaction to be completed in the second half of 2016.
With the acquisition, HeidelbergCement will become the world’s number one producer of aggregates, the number two in cement and number three in ready-mixed concrete. The company will also enter new important markets, such as France and Italy in Europe, Egypt and Morocco in North Africa, and Thailand in south-east Asia.
In the US, Canada, India and Kazakhstan, the takeover will further strengthen HeidelbergCement’s existing market presence.
The enlarged Group’s activities will extend across some 60 countries with 63,000 employees working at more than 3,000 production sites. HeidelbergCement operate 156 cement plants with an annual cement capacity of 197 million tonnes, more than 1,700 ready-mixed concrete production sites and over 600 aggregates quarries.
