Displaying items by tag: shareholders
Shareholders approve merger of CNBM and Sinoma
06 December 2017China: China National Building Material’s (CNBM) shareholders have approved a merger agreement between the company and China National Materials (Sinoma) at an extraordinary general meeting. The two companies formerly entered into a merger agreement in September 2017. The South Korean Fair Trade Commission approved the pending merger in early November 2017.
Ash Grove Cement stockholders approve acquisition by CRH
23 October 2017US: The shareholders of Ash Grove Cement have approved its merger agreement with Ireland’s CRH. The decision follows a period of uncertainty about the sale to CRH when Summit Materials made a counter-bid for the company. Ash Grove subsequently extended its so-called ‘shop window’ consideration period to 20 October 2017. Following the shareholder approval, no further action is required by any Ash Grove shareholder to approve the merger agreement. The transaction is currently expected to close in late 2017 or early 2018, subject to regulatory approval.
PPC hires bank to review Fairfax offer
05 October 2017South Africa: PPC has hired Investec bank to review an offer by Fairfax Financial Holdings to buy a stake in it. The process will also look at ‘credible’ offers made by other investors including Nigeria’s Dangote Cement. No duration for the review has been specified but the cement producer said it would take ‘some time.’ The Takeover Regulation Panel has granted Fairfax an extension until November 2017 to distribute its offer to shareholders, PPC said, allowing Investec more time to complete its report into the proposal.
Leading PPC shareholder warns against merger with AfriSam
03 October 2017South Africa: Prudential Investment Managers, one of the main shareholders of PPC, says it opposes a proposed merger between the cement producer and AfriSam. It said that the deal undervalues the group, according to the Business Daily newspaper. It added that it expects PPC’s share price to double in the next three to four years as production capacity in sub-Saharan African comes on line. Prudential owns a 14% share in PPC. Canada’s Fairfax Financial Holdings has made an offer of US$154m to buy a stake in PPC on condition that the cement producer agrees to a merger with AfriSam.
US law firm examines proposed Ash Grove Cement sale to CRH
03 October 2017US: WeissLaw is investigating the proposed sale of Ash Grove Cement to Ireland’s CRH on the grounds of whether the board acted to maximise shareholder value prior to the deal. Citing an article by financial markets research company Seeking Alpha the law firm says it is exploring whether rising demand for cement due to expected government infrastructure spending, the company’s high market share in certain regions and its recent growth in operating earnings were fully taken into account when valuing the company. CRH and Ash Grove Cement announced the US$3.5bn deal in late September 2017.
PPC seeks higher offer from Fairfax
18 September 2017South Africa: PPC is seeking a higher offer from Canada’s Fairfax Financial Holdings that has made a bid to buy a stake in it. The cement producer said in a document to shareholders that it anticipated that Fairfax would make a higher bid given ‘the lower offer price on the table’. The Canadian financial company offered US$154m to buy a portion of PPC with the condition that it also merge with AfriSam. PPC also confirmed that it had received a non-binding communication from Nigeria’s Dangote Cement to buy it.
Public Investment Corporation backs Fairfax offer for PPC
13 September 2017South Africa: PPC’s largest shareholder, the Public Investment Corporation (PIC), has supported an offer from Canada’s Fairfax Financial Holdings and local cement producer AfriSam. PIC views the bid as an opportunity to build a larger cement producer in sub-Saharan Africa, according to sources quoted by the Cape Argus newspaper. The investment body also hopes to make cost savings from the merger. PIC owns about 11% of PPC and it is the biggest shareholder of AfriSam with a 60% stake.
Serenity when? LafargeHolcim and Syria
26 April 2017LafargeHolcim’s investigation into its conduct in Syria claimed its biggest scalp so far this week with the shock resignation of chief executive officer (CEO) Eric Olsen. His decision landed with the publication of the group’s investigation into the conduct of the legacy Lafarge operations in the country in 2013 and 2014. As per the initial findings of the investigation that were released in March 2017, it confirmed that selected personnel had engaged in dealings with terrorists in connection to one of its cement plants in the country during 2013 until the unit closed in September 2014. The board decided that Olsen had no connection or even awareness of the misconduct. However, he decided to quit anyway in order to restore ‘serenity’ to the company.
In its latest public statement on the investigation, LafargeHolcim outlines five weaknesses with its compliance led by improper payments related to Lafarge Syria’s security and supply chain. It then goes on to list a failure of line management, inadequate controls over expenses and a failure to detect improper payments and improperly recorded payments. It’s all presented as ‘chaos reigned’ or wayward staff in tough circumstances trying to do their muddled best for the company. Unfortunately for this narrative, selected members of group management were aware of the situation and appeared to have done nothing about it. This then begs the question: who knew what when?
Olsen may have been exonerated by the board on his departure but he was Lafarge’s Executive Vice-President of Operations for Lafarge in 2014. If he didn’t know what was going on in Syria during his watch then he wasn’t doing his job properly or it was being hidden from him. The head of Lafarge itself at the time, Bruno Lafont, might also have been a viable target for discipline but he decided to stand down from the board of LafargeHolcim in early April 2017. No doubt other former members of the Lafarge management team may bear more responsibility. LafargeHolcim’s implementation of its remedial measures may turn up more culprits, as may the on-going criminal complaints process continues in France.
French newspaper Le Monde, the newspaper that originally broke the story, is probably on the money with its assessment that Olsen’s departure is actually the continuation of the boardroom battle between the board and its shareholders that has raged since before Lafarge and Holcim formally merged. Bruno Lafont was originally lined up to become the CEO of the new company until Lafarge’s worsening financial position compared to Holcim’s prompted a backlash from Holcim shareholders. Le Monde describes how LafargeHolcim’s shareholders include four prominent billionaires: Switzerland’s Thomas Schmidheiny, Belgium’s Albert Frère, Canada’s Paul Desmarais and Egypt’s Nassef Sawiris. Schmidheiny, readers may remember, was one of the principal actors who sunk Lafont’s bid to be CEO back in early 2015.
Placed in this context, Olsen’s departure might seem forced, especially if he had no connection to the debacle in Syria. LafargeHolcim has faced a tough couple of years following its formation with consistently falling sales revenue. Asset divestments and cuts have been the cure as the group struggled to find its new size. Yet, the group saw its adjusted operating earning before interest, taxation, depreciation and amortisation (EBITDA) start to rise in 2016 suggesting that the remedial action was starting to work. LafargeHolcim’s management and shareholders will be acutely aware of its performance so far in 2017 ahead of the public release of its first quarter results in early May 2017. Under these circumstances it seems unlikely that serenity will be restored to the upper echelons of LafargeHolcim any time soon.
Cemex retains 9.5% stake in Grupo Cementos de Chihuahua
17 March 2017Mexico: Cemex has retained a 9.5% stake in Grupo Cementos de Chihuahua (GCC) following a sale of some of shares in the Mexican cement producer. Cemex said that the underwriters did not exercise their over-allotment option to acquire shares in GCC. Originally Cemex said in late 2016 that it intended to sell its full 23% minority stake in GCC.
Headwaters shareholders approve acquisition by Boral
06 February 2017US: The shareholders of Headwaters have approved the acquisition of the company by Australia’s Boral. Over 98% of the votes cast were in favour of the deal. Boral will now continue to seek regulatory approval for the purchase and it plans to complete the deal by mid-2017. Headwaters’ Construction Materials division is one of the largest marketers of fly ash in the US.