Displaying items by tag: Merger

Germany: Schaeffler and Vitesco Technologies Group have agreed to combine their businesses through the merger of Vitesco Technologies Group into Schaeffler. Following the completion of the transaction before the end of 2024, the equipment suppliers will create a new motion technology company to continue to serve their customers across four divisions.

Schaeffler chief executive officer Klaus Rosenfeld said “At Schaeffler, we are fully convinced that both companies ideally complement each other and will thus be stronger together. We are pleased that, after intense and, in part, for both sides, challenging discussions, we came to a business combination agreement, which now lays the ground for a swift and effective integration.”

US: Heidelberg Materials is rumoured to have hired advisors for a possible attempt to acquire Summit Materials. Bloomberg has reported that the company made two approaches to Summit Materials ‘in recent weeks.’ Meanwhile, the Colorado-based producer revealed in a statement that it has rejected two takeover bids from an unnamed party, the more recent on 18 October 2023.

Summit Materials previously agreed to merge with Cementos Argos subsidiary Argos USA in early September 2023.

The big US news this week has been that Summit Materials and Argos USA are planning to merge their operations. The new organisation will operate six integrated cement plants with a production capacity of 8.4Mt/yr, based on Global Cement Directory 2023 data. The companies say that this will make them the fourth biggest cement producer in the country, at 11.8Mt/yr, based on grinding capacity, and the largest domestically-owned operator. Additionally, the combined entity will also hold just under 5Bnt of aggregate reserves, 224 ready-mixed concrete (RMX) plants and 32 asphalt plants.

The deal is expected to close in the first half of 2024 subject to the usual regulatory clearances and shareholder approval. At this point Argos should own approximately 31% of the new company and Summit Materials’ shareholders will be the majority owner. Although, if we remember anything from the Lafarge-Holcim merger from nearly a decade ago, it is that if the share prices between the two companies diverge too much in the next six months then that proportion may change. In simple terms that split for Argos USA is in the region of where one might expect it to be given that Argos USA made 39% of the combined revenue for both itself and Summit Materials in 2022 and 28% of the combined earnings.

The two companies complement each other well for the purposes of forming a new heavy building materials concern. Summit Materials reported revenue of US$2.41bn in 2022, with 30% deriving from its aggregates businesses, another 30% coming from RMX and about 20% from paving. Cement generated US$341m, or 14%, of total revenue. By contrast Argos USA reported revenue of US$1.57bn in 2022 from a business just concerning cement and concrete. Geographically, Summit Materials’ integrated plants are in the Midwest, in Iowa and Missouri respectively, and its cement terminals follow the Mississippi River from Minneapolis to New Orleans. Notably, it made the point in the merger announcement that the deal would reduce the seasonality of its cement business. Argos USA’s plants and terminals are mostly spaced out in the Southern states with its plants in Alabama, Florida, South Carolina and West Virginia.

It goes against recent trends for a US-based company to be increasing its share in the domestic cement market, although it has resorted to teaming up with a Colombia-based one to do so. Usually it is foreign-headquarted companies making moves in the US. For example, Ireland-based CRH is in the final stages of switching its primary listing to the New York Stock Exchange. Its head Albert Manifold described the US construction market as going through a “golden age” earlier in the year whilst trying to sell the stock market move at the company’s annual general meeting. Meanwhile, there have been various smaller acquisitions such as Peru-based UNACEMs’ agreement to buy the Tehachapi cement plant in California from Martin Marietta Materials in August 2023.

Given the ongoing importance of the North American market for the international cement producers it is not surprising that merger and acquisition activity has been taking place. Each of the four largest US-based cement producers performed well in the first six months of 2023, increasing both revenue and earnings significantly. However, the picture is mixed. The Portland Cement Association (PCA) forecast at the start of 2023 that cement consumption would decline in the second half of 2023 due to a worsening general economic outlook. The downturn was estimated to be brief though as interest rates were expected to dip and infrastructure spending to rise in 2024. Half-year data from the United States Geological Survey (USGS) supported this view as shipments reached an estimated 51.0Mt, a slight decrease from the same period in 2022. The cement companies have made money so far in 2023 partly by raising their prices. Yet, some segments of the residential homebuilding market have also driven demand despite the general economic picture.

One last thing to consider is how much thought was given to the carbon risk of forming a new heavy building materials company in a developed economy in the 2020s. Sustainability receives a mention in Summit Materials’ investor presentation in the form of current achievements such as switching to blended cements or reducing fossil fuel usage but there is no suggestion that any serious investment to curtail process emissions is expected any time soon. However, one could make the case that the enlarged company might benefit from synergistic effects if it were forced to spend more on CO₂ emission reduction. This proposed merger concerns two existing organisations teaming up rather than new equity entering the arena. In this context it will be worth noting whether the next cement industry merger or acquisition in the US or Europe will involve existing companies or new entrants.

US: Cementos Argos, the cement company controlled by Colombia-based Grupo Argos, has entered into a definitive agreement with Summit Materials, under which they will combine their operations in the US. The platform will have a diversified portfolio and a nationwide geographic presence in complementary markets and high-growth urban areas. It will be present in 30 states.

Summit Materials currently operates across aggregate, cement, concrete, and other businesses in the building materials industry, with assets that include 217 aggregate mines, two cement plants along the Mississippi River and approximately 84 concrete plants.

Argos North America has four integrated cement plants, two grinding stations, 140 ready-mix concrete plants, and a distribution network of eight maritime ports and 10 inland terminals.

The agreement will see Cementos Argos receive approximately US$1.2bn and 54.7 million common shares in Summit Materials. This will make it the largest shareholder in Summit Materials, with a 31% stake. The combination will create a company with combined revenues in excess of US$4bn with approximately US$1bn in earnings before interest, tax, depreciation and amortisation (EBITDA). It will be the fourth-largest cement making portfolio in the US, with a capacity of 11.6Mt/yr. It will also be among the largest aggregates and concrete producers. The two companies expect the combination to unlock estimated annual synergies of at least US$100m, with significant realisation within two years.

Juan Esteban Calle, the chief executive officer (CEO) of Cementos Argos, stated, "This combination reaffirms our commitment to growth in the US market while realising and optimising our intention to list the US business on the New York Stock Exchange as the most efficient way to unlock the fundamental value of Cementos Argos' assets and businesses in that country. Being an active player in a publicly-traded leading building materials platform, with a significant component of aggregates and cement on the world's most attractive market, is a pivotal step in the value generation strategy we launched months ago with the SPRINT program for the benefit of all our shareholders. Cementos Argos' participation in Summit Materials will continue to provide our shareholders with significant exposure to the US market."

Anne Noonan, President and CEO of Summit Materials, said, “Our combination with Argos USA marks a significant milestone as we execute against and accelerate our materials-led portfolio strategy. The transaction will extend our geographic reach into high growth markets, creating a leading cement position nationwide, and bring together two talent-rich organisations to innovate and deliver value-added solutions for our customers."

The transaction is expected to close in the first half of 2024, subject to required regulatory approvals and customary closing conditions.

Malaysia: Malayan Cement recorded consolidated sales of US$808m during the 2023 financial year, up by 39% year-on-year from US$583m in the previous financial year. Its net profit was US$34.2m, up by 90% from US$18m. The company partly attributed its sales growth to its incorporation of YTL Cement, which took place in the 2022 financial year on 21 September 2021. It also increased its cement sales volumes and prices.

Looking to the current, 2024 financial year, Malayan Cement said “Non-residential construction activities are expected to benefit from higher investments in manufacturing facilities, given the shift in global supply chains. Nonetheless, the group's optimism is tempered with caution, as inflation and higher interest rates may have a knock-on effect on cement demand.” It added “Our ability to deliver seamless solutions to customers will be optimised, boding well for the positive growth and outlook of the group and the industry going forward.”

Tanzania: The Tanzania Fair Competition Tribunal (FCT) has ruled that Heidelberg Materials subsidiary Scancem International cannot acquire Tanga Cement from AfriSam at present. The Fair Competition Committee had previously approved the acquisition to proceed in February 2023. In its latest ruling, the FCT found that the commission had not been within its powers to set aside a previous court ruling of the FCT, dated September 2022. The FCT acknowledged that the market situation may have changed since its first ruling, but underlined the need for legal procedure.

Judge Salma Maghimbi said “The act or conduct of the two respondents did not send a good message to the public, nor to potential investors who would have been interested in coming to invest in our country.”

India: The board of directors of Anjani Portland Cement has approved the proposed amalgamation of Bhavya Cements into the company, Reuters has reported. Anjani Portland Cement first acquired a majority stake in Bhavya Cements in mid-2021

Denmark: Processing, handling and storage equipment supplier Cimbria has merged its three Danish subsidiaries. A/S Cimbria, Cimbria Unigrain and Cimbria Manufacturing will now operate as Cimbria, effective retroactively from 1 January 2023. The group reassured customers that its existing contracts remain unchanged.

US: HarbisonWalker International has unveiled its new redesigned branding. The refractories supplier says that the new brand identity reflects it standing as the North American arm of Calderys Group. The two companies merged following their acquisition by Platinum Equity in 2022.

Calderys Group president and CEO Michel Cornelissen said “The new visual identity of HWI, as a member of Calderys, is a significant step on our journey to form a unified business that incorporates the best of both brands to create a global high-growth leader. We have undertaken this exercise with thoughtful intention to preserve the legacy of the HWI brand in the Americas, while reflecting the global stature of the Calderys brand.”

India: Adani Group plans to grow ACC and Ambuja Cements' capacity to 140Mt/yr by 2028 under a joint expansion strategy. The Hindu newspaper has reported that new strategy includes capital expenditure with a value of US$5.58bn and new acquisitions. Investments will reportedly be split equally between the two subsidiaries. After completion of the current growth plan, the cement producers will 'pause for a while' prior to any subsequent expansion phase.

Adani Group said that it is proceeding with an operational merger of ACC and Ambuja Cements, without merging their distinct brands. The priority of the merger will be to increase efficiency in supply chains and logistics operations.