Displaying items by tag: Europe

Europe: On 14 April 2015 Holcim announced the names of the candidates proposed to join the board of directors of LafargeHolcim after the merger. The board will comprise 14 members, seven each designated by Holcim and Lafarge.

After the announcement, Holcim received a proposal in writing of its 10.8% shareholder Eurocement to elect Filaret Galchev to the board of directors of LafargeHolcim. According to Holcim, the proposal came too late to be considered by the board of directors of Holcim for inclusion into the agenda of the Extraordinary General Meeting on 8 May 2015.

Europe: Eurocement Holding AG, the second-largest shareholder in Holcim with a 10.8% stake, has said that it is nominating its owner Filaret Galchev for a position on the LafargeHolcim board. Galchev's name was not on a list of candidates for the post-merger board released earlier in April 2015, but Holcim's chairman had previously said that Holcim was open to giving Galchev a seat.

Europe: In the framework of their proposed merger of equals, the boards of directors (BoD) of Holcim and Lafarge have nominated their candidates for the future BoD of LafargeHolcim, subject to closing of the transaction. The designated BoD will consist of 14 members due to be elected at the Holcim Extraordinary General Meeting on 8 May 2015.

The candidates are:

• Wolfgang Reitzle, Co-Chairman (currently Chairman of the BoD of Holcim);
• Bruno Lafont, Co-Chairman (currently Chairman of the BoD and Chief Executive Officer of Lafarge);
• Beat Hess, Vice-Chairman (currently Deputy Chairman of the BoD of Holcim);
• Bertrand Collomb (currently Honorary Chairman of Lafarge);
• Philippe Dauman (currently member of the BoD of Lafarge);
• Paul Desmarais Jr. (currently member of the BoD of Lafarge);
• Oscar Fanjul (currently Vice-Chairman of the BoD of Lafarge);
• Alexander Gut (currently member of the BoD of Holcim);
• Gérard Lamarche (currently member of the BoD of Lafarge);
• Adrian Loader (currently member of the BoD of Holcim);
• Nassef Sawiris (currently member of the BoD of Lafarge);
• Thomas Schmidheiny (currently member of the BoD of Holcim);
• Hanne Birgitte Breinbjerg Sørensen (currently member of the BoD of Holcim);
• Dieter Spälti (currently member of the BoD of Holcim).

Subject to the execution and completion of the merger project, Anne Wade and Jürg Oleas will resign from their office as members of the BoD at Holcim with effect as of the completion of the merger project.

Europe: Holcim's largest shareholder Thomas Schmidheiny is happy with the appointment of Lafarge executive Eric Olsen as the future head of LafargeHolcim once the merger is completed. "Thomas Schmidheiny views Eric Olsen as a very good appointment," said Schmidheiny's spokesman. Shareholders of Holcim still need to ratify the merger at a vote in May 2015.

Europe: Two major Holcim shareholders remain displeased with the revised deal terms that were designed to placate them, according to Reuters.

Russian businessman Filaret Galchev, who owns a 10.8% in Holcim via Eurocement Holding AG, has rejected the new terms and is seeking further improvement to the exchange ratio, according to a Eurocement source. Additionally, Harris Associates, which owns 3.19% of Holcim, has said that it will not back the LafargeHolcim merger until it knows who will replace Lafont as head of the new company.

"Before we decide on the transaction, we first want to know who will be put forward for this post," said David Herro, chief investment officer for international equities at Harris, in an interview with Swiss newspaper Finanz und Wirtschaft.

Europe: Eurocement Holding AG, the second-largest shareholder in Holcim with a 10.82% stake, plans to vote against the LafargeHolcim meger unless the financial terms of the deal are altered, according to local media.

Eurocement, which is owned by financier Filaret Galchev, believes that the terms of the deal continue to undervalue Holcim despite a revision of the agreement. The deal, which was originally structured as a one-for-one share swap, now offers nine Holcim shares for 10 Lafarge shares. According to local media, Eurocement's complaint is solely with the exchange ratio and it has notified Holcim and Lafarge of its concerns.

Eurocement alone can't derail the deal, which requires the approval of two thirds of Holcim's shareholders at an extraordinary shareholders meeting, scheduled for 8 May 2015.

Europe: Lafarge has identified two potential chief executive candidates for LafargeHolcim, according to local media. Lafarge chief financial officer Jean-Jacques Gauthier and vice president Eric Olsen have both been named. The companies need to find a new chief executive after Holcim demanded a change to the initial agreement that would have installed Lafarge chief Bruno Lafont as head of LafargeHolcim.

Europe: Lafarge and Holcim have agreed to new financial terms and leadership to save their merger plan after it came to the verge of collapsing. The deal is now expected to close in July 2015 and not June 2015 as previously expected.

The two agreed a new share-swap ratio of nine Holcim shares for each 10 of Lafarge and for Lafarge chief executive Bruno Lafont to become co-chairman instead of chief executive of the combined group as originally planned. Lafont's role was a major sticking point for Holcim, which threatened to abandon the deal if the terms were not renegotiated. Holcim questioned his ability to deliver the Euro1.4bn in promised cost savings from the deal and disliked his brash management style.

"My attitude since 15 March 2015 has been to show that men should not prevent this merger from going through and on the contrary should do everything to make it possible," said Lafont. Under the revised deal, Lafont will be co-chairman along with Holcim's chairman Wolfgang Reitzle. Lafont will propose a new CEO in the coming weeks, who will have to be accepted by Holcim's board. "This adjustment maximises the deal's chances of success," said Lafont, adding he was satisfied with the new terms and insisting that the deal was still a 'merger of equals.'

The new share-swap ratio means Holcim shareholders would own 55.6% of LafargeHolcim compared to 53% previously. The companies said that certain key shareholders of Lafarge and Holcim had confirmed their support for the revised merger terms. Nassef Sawiris, who owns 16% of Lafarge, said that he backed the deal and was not worried about Holcim shareholders not voting for it. In recent weeks, some Holcim shareholders pushed openly for changes to the deal because they saw it as a too favourable to Lafarge and argued that Holcim would be better off alone. In part to placate them, LafargeHolcim will pay a scrip dividend of one new LafargeHolcim share for each 20 existing shares after completion.

Europe: Ireland's CRH is assuming that the LafargeHolcim merger will still happen, according to CRH chief executive Albert Manifold. "At this moment in time, we're working forward on the basis that the deal will close, the merger will happen," said Manifold. He added that he had spoken to both companies on 19 March 2015.

CRH has agreed to buy a number of mostly European assets from Lafarge and Holcim for Euro6.5bn so that Lafarge and Holcim can get antitrust clearance for their plan to merge. According to Reuters, CRH's shareholders voted to approve the acquisition on 19 March 2015 at its extraordinary general meeting. According to Manifold, the CRH vote was a procedural step that had to be done, regardless of the uncertainty at Lafarge and Holcim, as a failure to approve the asset purchase would have left CRH exposed to a potential Euro158m break-up fee.

Manifold also confirmed that if the merger should fail, the break-up fee would apply in the other direction. "Likewise, if other parties don't conclude this deal for whatever reason, we would then be in receipt of a break fee," said Manifold. "I'm not going to speculate on whether it is or isn't going to happen. There are discussions going on to decide what they want to do over the next couple of days," said Manifold, adding that CRH was interested in buying the assets even if the merger falls through.

According to CRH, the LafargeHolcim assets would transform CRH into the world's third-largest building materials supplier, the biggest in central and eastern Europe, and double its presence in emerging markets. CRH makes about half its sales in the US and wants more exposure to new markets such as the Philippines and parts of Europe it believes are beginning to recover.

Manifold said that CRH also has its eye on other acquisitions, should the purchase of Lafarge and Holcim assets fall through. "This deal is an important part of the strategy of CRH, but it is not the strategy of CRH," said Manifold.

Europe: Holcim's board of directors has determined that its merger with Lafarge will be delayed due to the disagreement of terms on the deal. In a statement, Holcim said that the agenda for its upcoming annual general meeting will only focus on direct Holcim business and not the merger.

According to local media, Lafarge and Holcim are discussing a change in the planned leadership of their combined company to rescue the merger amid growing resistance to Lafarge CEO Bruno Lafont taking the top job. The companies are considering naming another Lafarge executive as CEO instead of Lafont to address demands from Holcim that would allow the deal to go ahead. Lafont could become co-chairman of the new entity, together with Holcim chairman Wolfgang Reitzle. The appointments are among various management changes being discussed.