Holcim shareholders approve all motions at Extraordinary General Meeting
Lafarge and Holcim have today successfully secured support from Holcim shareholders for their proposed merger and completed one of the final key steps on their way to creating the world’s most advanced building materials company. Representing around 72 percent of the company’s share capital, the 738 shareholders attending the Extraordinary General Meeting of Holcim Ltd approved all motions proposed by the Board of Directors.
Wolfgang Reitzle, currently Chairman of Holcim and future Co-Chairman (statutory Chairman) of LafargeHolcim comments: “Holcim shareholders have voted for a joint future with Lafarge with an overwhelming majority. With this decision, we create the opportunity for profitable and sustainable growth. Holcim and Lafarge can now take the final steps to found the world leader in the building materials sector.”
Bruno Lafont, currently Chairman and CEO of Lafarge and future Co-Chairman of LafargeHolcim comments: “It is a great satisfaction that Holcim shareholders overwhelmingly gave their support to the proposed merger. This endorsement is a clear demonstration that shareholders are fully convinced of the substantial value creation potential. I am confident that Lafarge shareholders will in turn ratify this once in a lifetime opportunity and tender their shares, paving the way to the merger. The combined group will be a unique global champion in the building materials industry focusing on customers and innovation, uniting the best teams in the industry. Featuring a new business model, outstanding cash flow generation capabilities and reduced capital intensity LafargeHolcim is designed to deliver superior returns to shareholders.”
Holcim shareholders approved with a vast majority the creation of both ordinary and authorized share capital which are necessary for the successful completion of the merger. In addition, shareholders also voted for the creation of authorized share capital in order to allow for the distribution of a stock dividend to all shareholders of the new Company. The proposal to change the corporate name of Holcim Ltd to LafargeHolcim Ltd was approved as well.
The shareholders elected Bruno Lafont, Bertrand Collomb, Philippe Dauman, Paul Desmarais Jr., Oscar Fanjul, Gérard Lamarche, and Nassef Sawiris to the Board of Directors. They will join Wolfgang Reitzle, Beat Hess, Alexander Gut, Adrian Loader, Thomas Schmidheiny, Hanne Birgitte Breinbjerg Sørensen, and Dieter Spälti, who had been elected at Holcim’s ordinary General Meeting on April 13. Subject to the effective completion of the exchange offer, Anne Wade and Jürg Oleas will resign from their office as current members of the Board of Directors of Holcim with effect as of such date.
The proposed maximum amount of compensation for the members of the Board of Directors and of the Executive Management also received approval by the shareholders. All resolutions regarding the proposals at the Extraordinary General Meeting are subject to the successful completion of the exchange offer.
Subject to the receipt of the necessary approvals of the respective decision-taking corporate bodies, Holcim intends to file the public exchange offer and the related draft offer document with the Autorité des marchés financiers (AMF) on May 11, 2015.
Holcim is a global leader in the manufacture and distribution of cement and aggregates (crushed stone, gravel, and sand), as well as other activities, including ready-mix concrete, asphalt, and associated services. The company holds majority and minority shareholdings in some 70 countries and on every continent. In 2014, Holcim recorded net sales of over 19.1 billion Swiss francs. Thanks to our market-oriented structures, product innovations, skilled employees and efficient environmental management systems, Holcim is in a strong position now - and for years.
A world leader in building materials, Lafarge employs 63,000 people in 61 countries, and posted sales of €12.8 billion in 2014. As a top-ranking player in its Cement, Aggregates and Concrete businesses, it contributes to the construction of cities around the world, through its innovative solutions providing them with more housing and making them more compact, more durable, more beautiful, and better connected. With the world’s leading building materials research facility, Lafarge places innovation at the heart of its priorities in order to contribute to more sustainable construction and to better serve architectural creativity.
This communication does not constitute an offer to purchase or exchange or the solicitation of an offer to sell or exchange any securities of Lafarge or an offer to sell or exchange or the solicitation of an offer to buy or exchange any securities of Holcim. Nothing contained herein is, or shall be relied on as, a promise or representation as to the future performance of Lafarge or Holcim.
This communication contains forward-looking information and statements about Holcim, Lafarge and their combined businesses after completion of the proposed transaction that have not been audited or independently verified. Forward-looking statements are statements that are not historical facts. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations. Although the managements of Holcim and Lafarge believe that the expectations reflected in such forward-looking statements are reasonable, investors and holders of Holcim and Lafarge shares are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of Holcim and Lafarge, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. The combined group may not realize the full benefits of the transaction.
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