Displaying items by tag: Takeover
HeidelbergCement has finally provided a little more detail about its acquisition of Italcementi with the releases of its preliminary results for 2015. The key message is that all is well. Expected savings from the takeover are growing, less borrowing is required to make the purchase and the approvals from competition commissions around the world are rolling in.
Looking at the cost savings first, the potential for synergies or operational savings was first estimated at Euro175m at the time of the takeover announcement in late July 2015. At that time HeidelbergCement hoped to be able to deliver almost 30% of this figure in 2016. If it goes ahead this will sweeten the honeymoon period considerably following the completion of the deal. The largest savings were expected to come from the commercial area and in purchasing.
This figure then grew to Euro300m at the time of HeidelbergCement’s third quarter results in November 2015. Now, the effects of financing costs and taxes were included. At this point some more strategy about how HeidelbergCement was planning to use Italcementi’s resources started to emerge in the synergy calculations. HeidelbergCement intends to use its global trading business with Italcementi’s ‘export orientated’ cement plants. Import demand, for example in North America or Africa, that used to be bought from third party sources previously, can now be supplied by Italcementi’s plants after the merger, meeting demand and holding capacity utilisation rates up. With the publication of the preliminary results for 2015 the savings figure has grown to Euro400m with little explanation. If only it were that easy to find Euro100m down the back of my sofa.
The financing has also been proceeding smoothly. The loan value required for the takeover has fallen from Euro4.4bn to Euro2bn. Reasons for this include the exclusion of the risk of a mandatory takeover offer to minority shareholders in Morocco, some of Italcementi’s creditor banks agreeing to waive their change of control clauses and the issuance of a Euro625m bond in January 2016. The bridge financing, available initially from Deutsche Bank and Morgan Stanley, remains at Euro2.7bn.
Finally, competition commission approval has been granted in India, Canada, Morocco and Kazakhstan. Despite holding a cement product capacity of 10.5Mt/yr in India with 4.1Mt/yr additional capacity in development, this was unlikely to be a problem in India, with its total national capacity of 280Mt/yr. The commission implemented the Elzinga Hogarty Test and concluded that there is sufficient competition.
This leaves the possibly trickier approvals outstanding in Europe and the US. Belgium is likely to be the main issue in Europe given that the two companies run 73% or 4.5Mt/yr of the market in production capacity. Divestments are expected here.
In the US, precedent should save HeidelbergCement from interference. HeidelbergCement’s and Italcementi’s combined cement production assets will give it a production capacity of 16.4Mt/yr or around 14% or market share. This will make it the second biggest producer in the country after LafargeHolcim which had its merger approved in 2015. There are no obvious overlaps in their clinker production assets except for a minor one in Pennsylvania which holds both the 2Mt/yr Ordinary Portland Cement Essroc (Italcementi) Nazareth Plant and the 0.13Mt/yr Lehigh White Cement (HeidelbergCement). These two plants are unlikely to be considered in competition with each other.
So, continued smooth sailing is expected for the takeover. Since most of the information regarding the acquisition has come directly from HeidelbergCement it was unlikely to appear otherwise. Let’s see whether this remains the case when Italcementi releases its financial results for 2015 later in the week on 19 February 2016.
Vietnam: Viettel Group, the leading telecom company in Vietnam operated by the Ministry of Defence, has signed an agreement with Vietnam Construction and Import-Export Joint Stock Corporation (Vinaconex), to buy a 70% stake in Cam Pha Cement. Viettel also purchased Cam Pha Cement's debts guaranteed by VCG in a deal with a total value of US$127m. Viettel currently holds a 21.3% stake in Vinaconex.
With the share sale, Vinaconex will cut its holding in the loss-making cement plant to 30% and avoid further losses from the unit. Vinaconex has paid US$114m worth of debts owed by Cam Pha Cement. Following the deal Cam Pha will sell its cement to military-run construction companies.
Cam Pha Cement made an accumulated loss of US$75m in 2012. The cement plant based in Quang Ninh Province has a production capacity of 2.3Mt/yr.
Germany: AVIC International Beijing Company (AVIC) has lead an offer to buy KHD Humboldt Wedag International AG in a deal worth US$433m. It hopes to acquire all of the remaining KHD shares by way of a voluntary public takeover offer.
At the same time it has entered into share purchase agreements with numerous sellers to purchase 19.03% of shares in the German cement plant builder. Through its subsidiary, Max Glory Industries, AVIC already owns 20% of KHD, which will bring its total to 39.03%.
"This is a long-term investment for us. A more stable shareholder base will benefit KHD's worldwide employees, customers, suppliers and financing partners and KHD will continue providing environmental friendly and state-of-the-arts products and services," said Mr Diao, president of AVIC Beijing Company.
Lithuania: The Competition Council has blocked a sale of 51% of shares in Akmene Cement to the Betoneta group. The regulator concluded that the market share, which the potential buyer would obtain after the takeover, would be too large.
Subsequently, Concretus Materials, which sought to acquire 51% of Akmenes Cementas' shares and which, according to the panel, is part of Betoneta group, said that it had withdrawn its application for regulatory clearance and cancelled the deal on the acquisition of the cement manufacturer's shares.
Mexican cement group Cemex owns a 33.95% stake in Akmenes Cementas. Other shareholders include Simonas Vytis Anuzis with 13.67%, Olius Danyla with 13.55%, Arnoldas Mituzas with 12.76% and Edmundas Montvila with 9.8%.
Russia: Russia's Federal Antimonopoly Service has blocked concrete producer Sibirsky Cement from acquiring a 90% stake of Iskitimtsement's voting shares, the authority has said in a statement. According to the watchdog the purchase might hinder competition within the Siberian Federal District. The Federal Antimonopoly Service also prohibited Russkaya Tsementnaya Kompaniya from acquiring a 100% stake of Iskitimtsement's voting shares, on the grounds that the merger might trigger a price hike.
In October 2012 Iskitimtsement reported a rise in its output by 23.1% year-on-year to 1.12Mt for the first nine months of 2012. Later in the same month it announced that it expected to triple its net profit in 2012 to Euro19.7m. Established in 1934, Iskitimtsement is one of the leading cement producers in the Novosibirsk Region.
India: Business conglomerate Aditya Birla Group has revived negotiations to purchase cement manufacturer Jaiprakash Associates' cement plants in Gujarat and Andhra Pradesh.
Aditya Birla is reported to have made an offer of up to US$130/t to buy the cement assets of Jaiprakash Associates which have an overall capacity of 9.8Mt. This follows Irish building materials firm CRH decision to cancel talks with Jaiprakash Associates in early October 2012. In August 2012 CRH was reportedly close to buying a 51% equity stake in the Indian cement producer's plants in Gujarat. Top officials from Aditya Birla's cement business and executives from foreign lender Barclays Bank are in talks to finalise the pricing of the deal.
Portugal: Portugal's securities regulator CMVM has said that a takeover bid by Brazil's construction group Camargo Corrêa for Portuguese cement maker Cimpor will involve an asset swap to buy out another Brazilian shareholder that will get part of Cimpor's overseas business. CMVM approved the previously announced Euro5.50/share bid under these terms and said that the remaining shareholders in Cimpor would have until 19 June 2012 to decide whether to sell their stakes.
Camargo Corrêa, which is already the largest single shareholder in Cimpor with a 33% stake, launched a Euro2.5bn bid for the rest of Cimpor in March 2012, in a move defended by the Portuguese government. CMVM said that Camargo and the other Brazilian shareholder Votorantim had agreed that the deal would involve an asset swap, as expected by analysts.
Camargo will exchange its cement and concrete business in South America and Angola for Cimpor's overseas assets, including in China and India but excluding Brazil, also taking hold of 21% of Cimpor's net consolidated debt. Camargo will then swap the assets it received for Votorantim's stake in Cimpor.
The decision by CMVM may address some concerns by Brazil's antitrust regulator Cade, which has been analysing Votorantim and Camargo Corrêa's purchases of stakes in Cimpor since 2010, when the two frustrated an acquisition attempt by Brazilian steelmaker CSN. Camargo Correa's buyout of Cimpor could help competition in Brazil by reducing Votorantim's market share.
Brazil: Cade, the Brazilian anti trust agency, has recommended that the acquisition of Portuguese cement producer Cimpor by Camargo Corrêa should be approved but that that Votorantim Cimentos should divest its stake in Cimpor.
In 2010, Camargo Corrêa teamed up with industrial conglomerate Grupo Votorantim to acquire 54% of Cimpor, blocking a bid by Brazilian steelmaker CSN in the process. Camargo Corrêa has since raised its stake in Cimpor to nearly 33%, later launching a Euro2.5bn bid for the rest of Cimpor in March 2012 at Euro5.50/share.
Camargo Corrêa's buyout of Cimpor could help competition in Brazil by reducing Votorantim's market share, Cade chief Olavo Chinaglia told the press in April 2012. Votorantim may have to sell some of its Brazilian cement assets to reduce its market concentration. The conglomerate's market share is about 40% nationally but reaches nearly 90% in some regions.
In November 2011 Cade found that Votorantim, along with Camargo Corrêa and four other rivals, colluded to fix prices, hampering competition in the Brazilian cement market during a construction boom. Further approval of Camargo Corrêa's purchase may depend on certain conditions, such as selling assets in some markets and avoiding participation in other cement companies.
Portugal: Brazilian construction group Camargo Corrêa, which is trying to take over Portugal's top cement maker Cimpor, has rejected Cimpor management's counter-proposal for a merger with Camargo's cement unit, saying it was 'unrealistic.'
Cimpor's board, which had earlier said the price of Euro5.50/share offered by Camargo was too low, said that a merger would widen Cimpor's portfolio and create better synergies, preventing the withdrawal of another Brazilian shareholder, Votorantim. Its proposal involves paying up to Euro1.00/share in dividends to Cimpor shareholders.
Camargo's unit Intercement responded that the proposal was "untimely, unrealistic and inappropriate as it does not address various interests at play at Cimpor that have already been publicly expressed."
Two key Cimpor shareholders, including state-controlled bank CGD, have already said they are prepared to sell their stakes under Camargo's terms and most analysts expect Camargo to acquire Cimpor at some point. Camargo is already the largest single Cimpor shareholder and the two stakes would give it control. The Portuguese government has said a Cimpor deal has to help CGD to deleverage and defended Camargo's bid from suggestions it was against the national interests. Along with other Portuguese banks, CGD is under pressure to improve its capital position under the terms of a Euro78bn EU/IMF bailout for Portugal.
Previously, Portuguese conglomerate Semapa proposed that some Cimpor shareholders should form a joint holding company to try to keep the company in Portuguese hands. The Portuguese government said that such a move would not help deleverage CGD.
Brazil: Brazil's second largest construction group Camargo Corrêa has said it would offer cash to take over the Portuguese cement maker Cimpor and it would preserve the company's name and strategic outlook.
Camargo Corrêa's cement division, InterCement, has offered clarification on its bid, first announced on 30 March 2012. In a statement, Camargo Corrêa maintained its bid of Euro5.50/share to acquire the 67.1% of Cimpor it does not already own. However it added that it would pay, "in cash and immediately to all shareholders that adhered to the offer."
It said it would maintain the brand name of Cimpor, preserve its long-term strategic outlook and keep the company's decision-making offices in Portugal, as it tried to win over support for the takeover bid. In its initial response the takeover bid, Cimpor's board said that Camargo's bid was too low and lacked details on its plans for the company's future.