Displaying items by tag: Department of Justice

Saint-Gobain looks set to increase its presence in the construction chemicals market this week when it announced a deal to buy Fosroc. A definitive agreement has been set for the acquisition valued at just over US$1bn. The purchase will be financed in cash and is expected to close in the first half of 2025.

The light construction materials company has been growing its construction chemicals capabilities for several years now. In 2021 it acquired Chryso for Euro1.02bn and then it bought GCP Applied Technologies for Euro2.3bn in 2022. Acquisitions of smaller companies in the sector, including Duraziv and IMPAC, also took place. With regards to the proposed Fosroc transaction, Saint-Gobain highlighted in its press release that the deal was “supported by solid macroeconomic factors including the transition towards low-carbon concrete.” It also noted that Fosroc’s geographic profile would strengthen its own presence in emerging markets such as India and the Middle East. Chryso’s market share is mainly in Europe, Turkey and Africa. GCP’s is in North America, Latin America and Asia-Pacific.

As Riccardo Stoppa, Saint-Gobain’s Business Director of Cement additives related to Global Cement Magazine in our May 2024 issue, the Construction Chemicals Business Unit of Saint-Gobain’s High Performance Solutions (SGHS) division broadly produces two groups of products for the cement and concrete sector: additives and admixtures; and a wider range of more recent products using newer chemistry approaches. Saint-Gobain’s total annual revenue is around €48bn/yr with SGCC’s contribution weighing in at around €1bn/yr. Most of that latter revenue derives from the former businesses of Chryso and GCP. Finally, Stoppa highlighted SGCC’s strength in North America, Europe and China but also highlighted the potential in the Middle East for its products. That last point makes interesting reading in light of the current Fosroc deal.

India was flagged as a benefit of the proposed Fosroc purchase. If any further reminder of the growth and market consolidation taking place there were needed, UltraTech Cement revealed this week that it is in the process of buying a 23% share of The India Cements. This story ties into the rivalry between the country’s two largest cement companies. Both UltraTech Cement and Adani Group are mounting up production capacity at pace through both acquisitions and by building new plants. All of this is rosy news for a company selling additives and admixtures to the cement and concrete market.

Saint-Gobain latest acquisition is subject to the usual regulatory conditions as one might expect. Yet, what Saint-Gobain didn’t mention in its statement, was that it reportedly had one of its sites in Türkiye visited in late 2023 as part of an international investigation into anti-competitive behaviour in the sector. Switzerland-based Sika was also linked to the case at the time. The UK-based Competition and Markets Authority (CMA) announced in October 2023 that it had launched an investigation into suspected anti-competitive conduct in relation to the supply of chemicals for use in the construction industry. It said it was working with the European Commission and that it had been in contact with other authorities, including the US Department of Justice, Antitrust Division. At this time Sika confirmed to Construction News that inspections had taken place into “suspected antitrust irregularities in the area of additives for concrete and cement.” However, it is important to note here that these were merely information gathering activities and no accusations of any breaches of competition law have been made so far. All of this suggests that Saint-Gobain does not seem too troubled by the interest of the various competition bodies with regards to its expansion plans.

In his interview, Stoppa told Global Cement Magazine that SGCC’s products allow cement and concrete producers to reduce the amount of cement used in their concrete. This is almost heretical thinking to a world that produces too much clinker. Yet Saint-Gobain is betting on exactly this outcome through the expansion of its construction chemicals division. Its purchase of Fosroc is the latest stage in this line of thought. It’s not the only company doing this. In May 2023 Sika completed its purchase of MBCC Group, another admixture manufacturer. Further sector consolidation looks likely.

Doing deals with terrorists has a price: US$778m. The US Department of Justice (DOJ) revealed this week that it had fined Lafarge for its conduct in Syria between 2013 and 2014. In addition Lafarge and its subsidiary Lafarge Cement Syria (LCS) have pleaded guilty to one count of conspiring to provide material support to designated foreign terrorist organisations in Syria. It is uncertain how exactly the fine will be paid but it is worth noting that successor company Holcim reported net sales of nearly US$27bn in 2021. The fine represents nearly 2% of this.

A reasonable amount of new detail can be found on the DOJ website. LCS was essentially dealing with the Islamic State of Iraq and al-Sham (ISIS) and the al-Nusrah Front (ANF) as they would a local government in relation to the running of the Jalabiyeh cement plant. As a reminder, both of these groups were defined as terrorist organisations by the US government at the time. The relationship apparently started as monthly payments to local armed groups, including ISIS and ANF, to allow movement through checkpoints. This later progressed to a de-facto tax based on cement sales. However, it became worse when LCS started asking ISIS to block or tax imports of cement from Turkey-based competitors into northern Syria as part of a revenue-sharing agreement. Effectively LCS was fixing the price of cement in a war zone by collaborating with terrorists. In the end LCS, the intermediaries and the terrorist groups made around US$80m whilst they were working together.

Holcim’s interpretation of the ruling was keen to point out that the conduct in Syria was recognised by the DOJ as not involving Holcim in any way. The DOJ did agree that Lafarge’s executives didn't disclose their activities in Syria to its successor company Holcim either before or after the merger in 2015. However, it pointed out that Holcim had not carried out due diligence of LCS’s operations in Syria. It added that, “Lafarge, LCS and the successor company also did not self-report the conduct or fully cooperate in the investigation.”

Despite this, other information that Holcim also highlighted was that the US authorities were now happy that effective compliance and risk management controls were in place to prevent anything similar happening again. Crucially, it said that the DOJ didn’t think that an independent compliance monitor was required. It pointed out that none of the conduct involved Lafarge’s operations or employees in the US and that none of the Lafarge executives were working for Holcim or any associated company. Finally, the group wanted to report that the DOJ found that none of the former Lafarge executives involved shared any of the “methods, goals or ideologies” of the terrorist groups operating in area at the time.

The immediate reaction from all of this is what happens to the ongoing legal case in France, also about Lafarge’s conduct in Syria? In mid-May 2022 the Court of Appeals confirmed a charge of complicity in crimes against humanity against Lafarge. The company then reportedly started the appeal process at the Supreme Court. Other charges, including financing terrorism, endangering life and violating an embargo, were lodged earlier in the legal process. The US is generally seen as being the leading prosecutor of international corporate crime but if the French legal system also issued a fine to Lafarge on the same scale things could become difficult for Holcim. The other complication for the French legal case is that the national intelligence services allegedly used Lafarge’s links with the Syrian terror groups to acquire information but they did not warn the company that it was committing a crime.

Holcim is a different company from what it was when LafargeHolcim formed in 2015. It is being run by a new chief executive officer who came in from another company well after the merger and is diversifying away from the trio of cement, concrete and aggregates with the addition of a fourth business area of light building materials. Alongside this the group has been selling off businesses in the developing world and focusing on Europe and North America. Yet it is still being defined by the criminal actions of a company it absorbed seven years ago and the behaviour of staff long gone. Those actions have been investigated and punishment delivered. More may be coming.

Syria/US: A US court has found Lafarge Cement Syria guilty of conspiring to provide material support to the terrorist organisations al-Nusrah Front (ANF) and ISIS in Northern Syria during 2013 and 2014. Lafarge Cement Syria and its parent company, France-based Lafarge, agreed in 2011 to pay the terrorists for Lafarge Cement Syria employees' 'protection' and the continuation of the Jalabiyeh cement plant's operations, as well as to gain an economic advantage over other Syrian competitors. During the duration of the agreement, Lafarge Cement Syria recorded US$70.3m in sales. Coalition forces fighting against ANF and ISIS damaged the plant in an airstrike 'to reduce the facility's military usefulness' on 16 October 2019.

The court ordered Lafarge Cement Syria to pay criminal fines and forfeiture totaling US$778m.

US: Italy-based Buzzi Unicem subsidiary Lone Star Industries has concluded a settlement with the US Department of Justice, the Environmental Protection Agency and the state of Indiana over Clean Air Act violations at its integrated Greencastle plant in Indiana, dating from 2010 to the present day. The Indy Star newspaper has reported that under the terms of the settlement the producer must pay a fine of US$700,000. The authorities ordered the company to upgrade the plant in line with state and federal pollution regulations. The violations involved emissions of particulate matter that exceeded state and federal limits.

US: Mexico’s Cemex says that the US Department of Justice (DOJ) is investigating whether the cement producer violated the US Foreign Corrupt Practices Act (FCPA) in relation to a new cement plant being built by Cemex Colombia at Maceo in Antioquia. Previously, the cement producer received a subpoena from the US Securities and Exchange Commission in late 2016 as part of a probe also checking whether the FCPA had been breached.

Cemex says it is cooperating with both requests. However, it also said that it does not know how long either investigation will last or what impact the results of either investigation might have upon the company in terms of eventual sanctions.

In late September 2016 Cemex fired several senior staff members in relation to the Maceo project and its subsidiary’s chief executive resigned. This followed an internal audit and investigation into payments worth around US$20.5m made to a non-governmental third party in connection with the acquisition of the land, mining rights, and benefits of the tax free zone for the project.

US: The Environmental Protection Agency (EPA) and the Department of Justice (DOJ) have agreed a settlement with Cemex, under which the company will invest approximately US$10m to cut air pollution at five of its cement plants to resolve alleged violations of the Clean Air Act. Under the consent decree lodged in the District Court for the Eastern District of Tennessee, Cemex will also pay a US$1.69m civil penalty, conduct energy audits at the five plants, and spend US$150,000 on energy efficiency projects to mitigate the effects of past excess emissions of nitrogen oxides (NOx) from its facilities.

“This settlement requires Cemex to use state-of-the-art technology to reduce harmful air pollution, improving public health in vulnerable communities across the South and Southeast,” said Cynthia Giles, Assistant Administrator for EPA’s Office of Enforcement and Compliance Assurance. “EPA is committed to tackling clean air violations at the largest sources, cutting the pollutants that cause respiratory illnesses like asthma.”

The five Cemex cement plants affected by the deal are located in Demopolis in Alabama, Louisville in Kentucky, Knoxville in Tennessee and New Braunfels and Odessa in Texas. The Knox County, Tennessee and Louisville, Kentucky air pollution control authorities participated in this settlement. Cemex is required to install pollution control technology that will reduce emissions of NO_x and establish strict limits for sulphur dioxide (SO₂) emissions. The cement producer will install and continuously operate a selective non-catalytic reduction system for controlling NO_x at the five plants and meet emission limits that are consistent with the current best available control technology for NO_x. EPA estimates this will result in NO_x emissions reductions of over 4000t/yr. Each facility will also be subject to strict SO₂ emission limits.

This settlement is part of EPA’s National Enforcement Initiative to control harmful emissions from large sources of pollution, which includes cement plants, under the Clean Air Act’s Prevention of Significant Deterioration requirements. The total combined SO₂ and NO_x emission reductions secured from cement plant settlements under this initiative will exceed 75,000t/yr once all the required pollution controls have been installed and implemented.

The settlement is subject to a 30-day public comment period and final court approval.

US: Lafarge North America has agreed with the US Environmental Protection Agency (EPA), the US Department of Justice and New York State to provide US$1.5m towards projects to reduce air pollution in the community surrounding its Ravena cement plant. The agreement also grants Lafarge additional time, until 1 July 2016, to reduce air pollution from the cement plant.

"This agreement will reduce the pollution limits required by the settlement at this facility by providing a significant amount of funding for projects that will improve local air quality," said EPA Regional Administrator Judith A Enck.

A March 2010 settlement between the federal government and Lafarge North America over violations of the Clean Air Act required that the cement producer either install controls on two kilns at its Ravena plant or replace those kilns with a lower emitting kiln by 1 January 2015. In return for the deadline extension, Lafarge has committed to interim air pollution limits at the existing kilns intended to result in the same or higher reductions as would have been required by the original agreement in addition to funding local air pollution reduction measures.