Displaying items by tag: Competition
How to sell InterCement in Brazil
28 February 2024InterCement confirmed this week that it is accepting bids for its sale. The local financial press had been covering InterCement’s progress towards this since the autumn when it was reported that it appointed BTG Pactual to manage the sale.
The Valor Econômico newspaper then revealed this week that Companhia Siderúrgica Nacional (CSN), Votorantim and China-based Huaxin Cement had all submitted bids. InterCement admitted that it had received offers but didn’t say from who, and pointed out that no deal had been signed yet. Valor said that Votorantim was part of a consortium including Polimix (parent company of Mizu Cimentos) and Buzzi. However, Votorantim issued a statement affirming its involvement but pointing out that it was acting alone and not part of a consortium. Finally, Valor reported that InterCement is looking to raise at least US$1.2bn from the sale of its business in Brazil. In Argentina, Loma Negra confirmed what its parent company, InterCement, was doing. La Nación newspaper also reckoned that the parent company might be looking for over US$700m for the subsidiary.
Rumours that InterCement was looking to sell assets have swirled around since the early 2010s when InterCement picked up the Brazil-based assets of Cimpor and Votorantim bought the international ones. The local market then collapsed giving InterCement a hard time, although when it started to rally in the late 2010s the talk turned to a potential initial public offering. More recently the focus has been on InterCement’s high level of debt and pending maturation dates. It publicly said it was working towards a new capital structure in May 2023 and various debt negotiations followed. By the end of the third quarter of 2023 it reported debts in debentures and senior notes of just under US$1.6bn. It signed a deal to sell its subsidiary in Egypt in January 2023 to an unspecified buyer and then divested its operations in Mozambique and South Africa to Huaxin Cement for just over US$230m in December 2023.
It is noteworthy that InterCement has gone public about its divestment intentions now, given previous coverage in the local press and the poor state of its finances in 2023. In November 2023, for example, Valor reported that CSN had hired Morgan Stanley to represent it in a dispute over the sale. At this time Huaxin Cement plus Titan, Buzzi, Polimix and Vicat were all said to be interested. CSN was also said to be waiting until the results of the presidential election in Argentina first before committing to any deal. Yet InterCement said nothing about what was going on at this time.
The other issue is whether InterCement wants to sell its assets in one big piece or in sections. This would be of particular interest to Votorantim, and CSN to a lesser extent, since they control 30% and 20% of the cement market respectively, according to Valor. Data based on cement production capacity data from the Global Cement Directory makes the gap between the two companies wider since Votorantim holds 46% compared to CSN’s 9%. The point here is that the local competition regulator, the Administrative Court of the Brazilian Administrative Council of Economic Defence (CADE), would be more likely to intervene if it determined that one company might be about to distort the market. Clearly this could happen if Votorantim struck a deal to buy InterCement but there might also be issues regionally with CSN or indeed some of the other local cement producers. Alternatively, Votorantim might be interested in buying Loma Negra instead. All InterCement has said on the matter is that it is “evaluating strategic alternatives, such as private placement, merger, or partnership with a strategic player, or even a potential divestment.”
Any potential sales of InterCement would be the biggest adjustment to the Brazilian cement sector since CSN bought Holcim Brazil for just over US$1bn in mid-2022. There appear to be plenty of potential vendors for both the businesses in Brazil and Argentina but whether InterCement sells its assets in one big lump or in separate pieces may be an issue almost as important as the price, given the competition concerns. Finally, could this be the first major China-based acquisition in the cement sector in South America? Huaxin Cement demonstrated willingness to buy plants from InterCement in Africa in 2023 and it has been linked in the current auction. Unlike previous talk of InterCement selling up, this time it seems serious given the divestments in Africa and the scale of the debt. An outcome seems likely in the coming months.
Rohrdorfer's purchase of 49% stake in Asamer under extended review
27 February 2024Austria: Rohrdorfer’s proposed acquisition of a 49% stake in building materials producer Asamer has entered an extended review phase. The parties registered the deal with the Austrian Federal Competition Authority (BWB) on 10 January 2024. Due to competition concerns, the BWB applied to a court for an in-depth investigation on 21 February 2024.
BTG Pactual expects to start receiving bids for InterCement assets in February 2024
02 February 2024Brazil: Investment banking and management company BTG Pactual will start receiving ‘binding proposals’ for prospective buyers of assets belonging to InterCement before the end of February 2024, Valor Online News has reported. These will reportedly include InterCement's stake in Argentina-based Loma Negra, as well as its Brazilian business. The latter may involve an outright divestment or the enlistment of a new significant partner. Companhia Siderúrgica Nacional (CSN) previously hired Morgan Stanley for negotiations with InterCement, and China-based Huaxin Cement has reportedly showed interest in its assets. While an outright acquisition might face challenges on grounds of competition, Brazilian market leader Votorantim Cimentos is nonetheless also ‘interested’ in a partial takeover. Continuing plant closures and debt-related asset disposals also potentially further complicate any deal. On the basis of CSN’s previous US$1bn acquisition of (10.3Mt/yr-capacity) LafargeHolcim Brazil, Valor Online News has estimated the sale price of InterCement’s Brazil business as US$1.6bn.
Portugal: The Portuguese Competition Authority has approved Taiwan Cement Corporation (TCC)’s outright acquisition of Cimpor. Jingshi News has reported that TCC received the approval on 1 February 2024, enabling it to proceed with its acquisition of the outstanding 60% stake in Cimpor.
Afrimat acquisition of Lafarge South Africa draws closer
24 January 2024South Africa: Mining and materials company Afrimat says that further regulatory conditions as part of its ongoing acquisition of Lafarge South Africa have been met. The Minister of Mineral Resources and Energy of South Africa has consented in terms of the Mineral and Petroleum Resources Development Act, the Financial Surveillance Department of the South African Reserve Bank has approved the acquisition in terms of the Exchange Control Regulations and the respective Competition Authorities in Botswana and eSwatini have approved the implementation of the acquisition. Approval by the Competition Commission is still outstanding but it recommended the transaction to the Competition Tribunal in November 2023. However, the Competition Commission highlighted ‘horizontal overlaps’ in the aggregates and ready-mix concrete sectors and recommended that the parties be required to divest assets across the affected sectors.
Afrimat first announced in June 2023 that it had agreed a share purchase agreement with a Holcim Group subsidiary, Caricement, to acquire 100% of the issued share capital of Lafarge South Africa. The proposed acquisition will become unconditional and be implemented once approval by the Competition Tribunal has been obtained.
Portuguese competition authority invites comment on Taiwan Cement Corporation’s Cimpor acquisition
03 January 2024Portugal: The competition authority has opened a 10-day window for public comment after receiving notification of Taiwan Cement Corporation’s proposed outright acquisition of Cimpor. The procedure is open to companies and members of the public interested in registering criticism or favourable opinions on the effects of the deal on competition.
Taiwan Cement Corporation agreed to buy current majority shareholder OYAK Çimento’s 60% stake in Cimpor for Euro480m in November 2023.
Bolivian Attorney General ready to negotiate over historic nationalisation of Fábrica Nacional de Cementos stake
30 November 2023Bolivia: The Bolivian Attorney General’s Office says that is open to meeting representatives of Sociedad Boliviana de Cemento (SOBOCE) in order to negotiate a ‘better arrangement’ following Bolivia’s nationalisation of a stake in SOBOCE subsidiary Fábrica Nacional de Cementos (FANCESA) by supreme decree in 2010. SOBOCE owes FANCESA US$108m in damages for unfair competition since that time.
SOBOCE said "SOBOCE, together with its shareholders of Grupo Gloria del Peru, will continue to resort to judicial and/or arbitration channels (national or international) for the recognition of their rights. We believe in justice and in the legitimate right that we have, since the Bolivian Constitution guarantees the payment of compensation in case of expropriation."
Afrimat secures recommendation to acquire Lafarge South Africa
08 November 2023South Africa: The Competition Tribunal has received a recommendation from the Competition Commission that it should allow aggregates producer Afrimat to acquire Lafarge South Africa. Creamer Engineering News has reported that the commission found that the merger involves ‘horizontal overlaps’ in the aggregates and ready-mix concrete sectors. As such, it recommended that the parties be required to divest assets across the affected sectors.
India: The Competition Commission of India (CCI) will carry out a pan-India market study into the cement industry. The Hitavada newspaper has reported that the study will cover supply structure, pricing dynamics and other aspects of the market. The CCI says that it is conducting the study in order to investigate potential collusion, ensure fair competition and protect consumers’ rights, as well as to obtain insights into the state of the cement market across different regions of India.
The CCI said “Cement is a critical input in crucial sectors of the economy, such as housing and infrastructure. These sectors have well-known forward and backward linkages with a range of other industries, thereby having the potential to influence the overall growth trajectory of the economy.”
InterCement may sell Brazilian business
06 October 2023Brazil: InterCement has hired BTG Pactual to help explore ‘capitalisation alternatives’ as part of a proposed restructuring, possibly involving the sale of the group’s Brazilian business. Valor International News has reported that Companhia Siderúrgica Nacional (CSN) Cimentos has signalled its interest in acquiring the business, while Votorantim Cimentos may group together with other cement companies to make a bid. This would entail a division of the assets in order to conform to Brazilian competition laws.
InterCement successfully secured a postponement for payment of its outstanding bank debt in September 2023. It owes net debt of US$1.5bn up to 2027, including a senior note of US$548m due in May 2024. InterCement operates 12.2Mt/yr worth of cement capacity, and produced 8.7Mt of cement in 2022.