, NAIROBI, Kenya, July 9 – The World’s largest cement maker based in Switzerland, Holcim has ruled out plans for a take-over in the intended indirect acquisition of Kenya’s listed Bamburi Cement Limited.
In a statement on Wednesday Holcim said if it successfully merged with France-based cement firm Lafarge SA, which has a 58.6 controlling stake in Bamburi Cement, it will not issue a take-over offer to Bamburi Cement.
“We have no intention of making a take-over offer for BCL,” Holcim said.
Instead, each Lafarge shareholder would receive an equal number of newly issued ordinary shares of Holcim in a public exchange offer.
“The proposed combination would be structured as a public exchange offer filed by Holcim for all outstanding shares of Lafarge on the basis of a 1 for 1 exchange ratios with an agreement to have equal dividends on a per share basis between announcement and completion,” Holcim said.
The contemplated public exchange offer will be governed by French Law and made in accordance with the provisions of French tender offer rules.
Holcim will now seek for approvals from Kenya’s Capital Markets Authority (CMA) to be exempted from this step, under the Take-Over Regulations.
After the merger, the combined group will change its name to LafargeHolcim making it the biggest cement maker.
The board of LafargeHolcim will constitute of 14 directors, seven from the current Lafarge board and the remaining seven from Holcim existing board.
Despite the expected changes, Holcim says there are no intended plans to de-list Bamburi Cement from the Nairobi Securities Exchange (NSE). “Holcim and Lafarge consider that it is in the public interest to maintain BCL’s status.”
As of December 31 last year, Kenyan institutions and individuals owned the remaining 32.17 percent of Bamburi Cement.
“The proposed combination will not effect any changes to the ownership of BCL,” Holcim maintained.