Displaying items by tag: Federal Trade Commission

US: The Federal Trade Commission (FTC) has approved a final order settling changes for Ireland’s CRH acquisition of Ash Grove Cement following a period for public comment. The FTC issued its consent for the transaction in June 2018 on the condition that CRH sell the Three Forks cement plant in Montana to Mexico’s Grupo Cementos de Chihuahua (GCC).

Also under the settlement, because the CRH cement plant in Montana currently sells a significant amount of cement into Canada through two CRH terminals in Alberta, GCC will have the option to use those terminals for three years. CRH also has agreed to purchase, at GCC’s option, cement produced at the plant for distribution in Canada for up to three years. The FTC also forced CRH to sell other assets in Montana, Nebraska and Kansas.

US: The Federal Trade Commission has forced CRH to sell the Three Forks cement plant in Montana as part of its proposed acquisition of Ash Grove Cement. The plant and its quarry will be sold to Mexico’s Grupo Cementos de Chihuahua (GCC). Also under the settlement, because the CRH cement plant in Montana currently sells a significant amount of cement into Canada through two CRH terminals in Alberta, GCC will have the option to use those terminals for three years. CRH also has agreed to purchase, at GCC’s option, cement produced at the plant for distribution in Canada for up to three years.

The commissions ruled that the acquisition would harm competition in Montana, Nebraska and Kansas. Other divestments the Irish building materials company has agreed to include selling two sand-and-gravel plants, one sand-and-gravel pit, three limestone quarries and two hot-mix asphalt plants.

Following the agreed divestments, the FTC has issued its consent for CRH’s proposed acquisition of Ash Grove Cement. No further regulatory approvals are now outstanding for the transaction. The acquisition is expected to complete in June 2018. Ireland’s CRH agreed to buy Ash Grove Cement for US$3.5bn in mid-2017.

US: The Federal Trade Commission (FTC) has approved Boral’s proposed acquisition of Headwaters. Boral expects that the transaction will be completed within two business days. The transaction is worth US$2.6bn. Following the purchase Boral USA and Headwaters will form a new division to be named Boral North America.

“We have been eagerly awaiting the approval from US regulators to allow us to complete the acquisition and to deliver on our strategy. In the meantime, we have continued to develop our integration plans and we are confident in our ability to deliver on the synergy targets we established when the transaction was announced,” said Boral’s chief executive officer and managing director Mike Kane. He added that Boral North America will focus on building products and fly ash.

US: HeidelbergCement has completed the sale of its Martinsburg, West Virginia cement plant and eight related terminals to Cementos Argos. With the finalisation of the sale the group has now met all the obligations with regards to its acquisition of Italcementi.

“With the disposal of the US assets we fulfil the obligation of the Federal Trade Commission and improve the net financial position of HeidelbergCement after the acquisition of Italcementi,” said Bernd Scheifele, chief executive officer of HeidelbergCement.

HeidelbergCement and Cementos Argos announced the sale in August 2016. The transaction purchase price was US$660m on a cash and debt-free basis. The FTC approved the agreement in November 2016.

US: The Federal Trade Commission (FTC) has approved an application from HeidelbergCement and Italcementi to sell the Essroc cement plant in Martinsburg, West Virginia, eight cement terminals in the mid-Atlantic region and related assets to Argos USA, a subsidiary of Cementos Argos. The divestiture was required by the FTC’s August 2016 final order settling charges that the US$4.2bn merger of HeidelbergCement and Italcementi would be likely to harm competition in five regional markets for cement in the US. The Commission vote to approve the divestiture was 3-0.

US: The Federal Trade Commission (FTC) is accepting public comments on an application from HeidelbergCement and Italcementi to sell the Essroc Martinsburg cement plant in West Virginia. The divestment is required by the FTC as part of the requirements of the acquisition of Italcementi and its subsidiary Essroc, by HeidlebergCement. The companies have sought permission from the FTC to sell the Martinsburg plant to the US division of Colombia’s Cementos Argos.

The Commission will decide whether to approve the proposed divestiture after expiration of a 30 -day public comment period. Public comments may be submitted until 24 October 2016.

US: HeidelbergCement, through its subsidiaries Essroc and Lehigh Hanson, has entered into a definitive agreement with Argos USA, a subsidiary of Cementos Argos, to sell its Martinsburg, West Virginia cement plant and eight related terminals. The disposal was required by the Federal Trade Commission (FTC) to address competition concerns arising from its acquisition of Italcementi. The agreement is subject to the approval of the FTC and other customary closing conditions. The transaction purchase price is US$660m on a cash and debt-free basis. HeidelbergCement expects the transaction to close in the fourth quarter of 2016.

“With the disposal of the Martinsburg plant we have successfully finalised our disposal programme in the context of the Italcementi acquisition,” said Bernd Scheifele, Chairman of the Managing Board of HeidelbergCement. “Together with the disposals of the non-core assets and the Belgium assets of Italcementi we have exceeded our Euro1bn target on disposal proceeds and thereby further improved the net financial position of HeidelbergCement.”

US: The Federal Trade Commission (FTC) has approved a final order settling charges, following a public comment period, that the proposed US$4.2bn merger of German cement producer HeidelbergCement and Italian producer Italcementi would likely be anticompetitive. Under the order, first announced in June 2016, the companies are required to divest to an FTC-approved buyer an Essroc cement plant and quarry in Martinsburg, West Virginia; seven Essroc terminals in Maryland, Virginia, and Pennsylvania; and a Lehigh terminal in Solvay, New York. At the buyer’s option, the order also requires the merged company to divest two additional Essroc terminals in Ohio.

The Federal Trade Commission (FTC) gave HeidelbergCement permission to complete its acquisition of Italcementi assets in the US on 17 June 2016. This was the second and final major competition body that could have challenged the purchase, following approval by the European Commission in late May 2016. Although the FTC consent now faces a month for comment the deal is looking likely to complete towards the end of the summer.

HeidelbergCement and Italcementi have gotten away with having to sell just one cement plant and 11 terminals in the US. The Lafarge-Holcim merger in 2015 had it tougher. Those companies were forced to sell two cement plants, two slag grinding plant and a host of terminals. Admittedly LafargeHolcim is now the biggest cement producer in the US (and the world) but HeidelbergCement will hold more integrated cement plants in the US following its acquisition.

As predicted the FTC took exception with the proximity of the company’s assets in West Virginia and Pennsylvania following the acquisition. So the parties have agreed to sell the Essroc Martinsburg integrated cement plant in West Virginia. When Global Cement visited the plant in late 2013 the staff told us that cement from the plant was distributed from central Ohio eastwards to western Pennsylvania and south to southern Virginia. The plant also switched over to a FLSmidth dry production line in 2010 giving it a clinker production capacity of 1.6Mt/yr, making it one of the newer plants in the Essroc stable.

The FTC also flagged up competition concerns in five metropolitan areas: Baltimore-Washington, DC; Richmond, Virginia; Virginia Beach-Norfolk-Newport News, Virginia; Syracuse, New York; and Indianapolis, Indiana. In light of this the proposed consent agreement requires the merged company to divest seven Essroc terminals in Maryland, Virginia and Pennsylvania and a Lehigh terminal in Solvay, New York. Two additional Essroc terminals in Columbus and Middlebranch, Ohio are to be sold at the option of the buyer and subject to FTC approval. Finally, Essroc’s terminal in Indianapolis is to be sold to Cemex.

Funnily enough, the FTC took about a year to approve both the merger of Lafarge and Holcim and HeidelbergCement’s purchase of Italcementi. This compares to the European Commission which took nine months to approve the Lafarge-Holcim deal but which took 11 months to clear the HeidelbergCement-Italcementi one. Given the greater overlap of assets of the Lafarge-Holcim merger in both Europe and the US one might have thought that the approval process would have taken longer. Or maybe bureaucracy moves at a speed all of its own. Read into this what you will. The creation of the world’s second largest multinational cement producer draws closer.

US: HeidelbergCement and Italcementi have reached an agreement with the US Federal Trade Commission (FTC) to allow the company’s merger to proceed on schedule. The FTC accepted the proposed divestment of operations in the US, primarily consisting of Italcementi’s Martinsburg cement plant in West Virginia and up to eleven terminals on 17 June 2016. All competition approvals necessary for closing the Italcementi acquisition have now been obtained.

“We are very pleased with the positive decision of the Federal Trade Commission,” said Bernd Scheifele, Chairman of the Managing Board of HeidelbergCement. “We are now on track to close the acquisition of the 45% stake in Italcementi which we are planning together with Italmobiliare for the beginning of July 2016.” The divestment process for the assets in US has already started and significant interest has already been recorded. Citi is mandated as sell side advisor for the disposal.

The planned full acquisition of Italcementi will proceed in two steps following approval by the necessary competition bodies. HeidelbergCement will initially acquire a controlling stake of 45% from Italmobiliare. HeidelbergCement will then propose a public mandatory offer to the remaining shareholders for the acquisition of their shares in return for a cash payment. The exact timing of the mandatory offer will be released at a later date. HeidelbergCement expects the entire transaction to be completed in the second half of 2016.