The Boards of Directors of Holcim and Lafarge have reached an agreement on revised terms for the merger of equals between both companies. Both parties agreed on a new exchange ratio of nine Holcim shares for ten Lafarge shares.
A new Chief Executive Officer for the combined group, to be proposed by the Lafarge Board and accepted by the Holcim Board, will be appointed as from the closing of the transaction. The appointment is expected to be communicated in due course, at the latest upon filing of the public offer to the Lafarge shareholders. Dr. Wolfgang Reitzle and Bruno Lafont will be non-executive Co-Chairmen of the Board. The two Co-Chairmen will be working closely together to make this merger a success. Beat Hess will be Vice-Chairman of the Board.
The Holcim shareholder resolutions required to implement the combination are expected to be presented to a Holcim shareholders meeting on or about 07.05.2015.
Lafarge and Holcim have agreed that, subject to shareholder approval, the new company will announce a post-closing scrip dividend of one new LafargeHolcim share for each 20 existing shares.
With this amended agreement, the project to combine Lafarge and Holcim to become the most advanced company in its industry has taken another important step forward. Both companies are continuing to work intensively on preparing the closing of the transaction and the successful integration post-merger.
Dr. Wolfgang Reitzle, Chairman of Holcim said: “I am very pleased that we are now able to proceed with our project to create a truly outstanding global leader in building materials. Bruno Lafont and I will work closely together to ensure that the value creation potential of this merger will be realised for the benefits of all shareholders. I want to highlight that Bruno has made a tremendous contribution to getting us this far and that I am very confident in our ability to work together in the new Board”.
Bruno Lafont, Chairman and CEO of Lafarge said: “We are crafting a new leader in the building materials industry focusing on customers and innovation. The new company will gather best-in-class teams of our sector with the strength of our two combined companies. It creates a new business model with outstanding cash flow generation capabilities and reduced capital intensity”.
Certain key shareholders of both companies have confirmed their support for the revised merger terms. The Parties expect the transaction to close in July 2015.