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17 December 2014

Lafarge and Holcim get EC clearance for proposed multi-billion euro merger

Lafarge and Holcim have received clearance from the European Commission for their proposed multi-billion euro merger.

Following constructive discussions with the EC in the pre-notification period and throughout its Phase I investigation, Holcim and Lafarge have now finalised the list of assets for divestment in Europe, which with the exception of a very slight change in France essentially corresponds to the list presented in October.

“We are very pleased with the positive decision of the European Commission. It also reflects the quality of the preparatory work performed by both teams so far in creating the most advanced company in our industry. With this decision, we remain firmly on track for a closing in the first half of 2015,” says Professor Dr Wolfgang Reitzle, designated chairman of the board of directors and Bruno Lafont, designated CEO of the future combined company.

Lafarge and Holcim continue to actively pursue negotiations for the sale of these assets with potential buyers, who will have to be pre-approved by the EC. The divestments remain subject to the completion of the merger, including a successful public exchange offering and approval by Holcim's shareholders in the second quarter of 2015.

The divestment process will be carried out in the framework of the relevant social processes and the ongoing dialogue with the employee representatives' bodies.

In the remaining jurisdictions where regulatory clearance is still pending, both companies will continue to cooperate with the relevant authorities to satisfy regulatory requirements.

The closing of the planned merger is expected in H1 2015, with “the aim of creating the most balanced and diversified portfolio in the industry, operating in 90 countries and creating superior value for its stakeholders and customers.”

The two companies are proposing the following disposals in Europe:

•    France: in metropolitan France, all of Holcim's assets, except for its Altkirch cement plant and aggregates and ready-mix sites in the Haut-Rhin region, and a grinding station of Lafarge in Saint-Nazaire; Lafarge's assets on Reunion island, except for its shareholding in Ciments de Bourbon.

•    Germany: Lafarge's assets.

•    Hungary: Holcim's operating assets.

•    Romania: Lafarge's assets.

•    Serbia: Holcim's assets.

•    Slovakia: Holcim's assets.

•    United Kingdom: Lafarge Tarmac assets with the exception of its Cauldon plant, County Staffordshire, England, and certain associated assets.


Outside Europe the following assets are being proposed for divestment:

•    Canada: Holcim's assets.

•    Mauritius: Holcim's assets.

•    The Philippines: Major stockholders of Lafarge Republic, Inc. (namely Lafarge Holdings Philippines, Inc., South Western Cement Ventures, Calumboyan Holdings, Inc., and Round Royal, Inc.) intend to offer to sell their respective shares in the corporation to potential third party buyer(s), subject to agreement on the terms and conditions of the sale and completion of the global merger between Holcim Ltd. and Lafarge SA.

In parallel, Lafarge Republic, Inc. will study, consider and negotiate the sale to Holcim Philippines Inc., of LRI's (i) investment in Lafarge Iligan, Inc., Lafarge Mindanao, Inc. and Lafarge Republic Aggregates, Inc., (ii) Star Terminal at the Harbour Center, Manila, and (iii) other specific assets, contracts or businesses as may be identified and negotiated between the parties.

•    Brazil: assets from both Holcim and Lafarge, which include three integrated cement plants and two grinding stations (with a total of 3.6tonnes annual cement capacity), as well as some ready-mix plants located in the south-eastern region of Brazil.

Companies in this article

European Commission
ec.Europa.eu
Holcim
www.Holcim.com
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