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- The agreement, which generates significant value for both groups, leads to the creation of a best in class player in the building materials sector, which is currently undergoing an extensive consolidation phase worldwide. The combination with Italcementi allows HeidelbergCement, thanks its perfect geographical fit, to broaden its portfolio markets adding further diversification between emerging and mature countries. The overall cement production capacity jumps to about 200 million tons, aggregates sales rise to 275 million tons and ready-mix concrete sales to 49 million m3, creating, respectively, the second largest cement producer, the market leader in aggregates and the third ready-mix concrete player globally.
- The agreement between Italmobiliare and HeidelbergCement contemplates:
- the purchase by HeidelbergCement of Italmobiliare’s stake in Italcementi at a price of € 10.60 per share, representing a premium of 70.6% based on the weighted average Stock Market price in the last 3 months, for a total amount of € 1,666 million. In case of certain unforeseen negative events before closing, customary price reduction mechanisms have been contractually agreed.
- the allotment to Italmobiliare, as part of the overall price consideration paid to the company, of HeidelbergCement shares representing approximately 4.0% to 5.3% of the share capital at Italmobiliare’s discretion, through a reserved share capital increase, for a value of 560-760 million euro. Accordingly, Italmobiliare will become the second industrial shareholder of HeidelbergCement with a representative on the Supervisory Board.
- the completion of the transaction subject to the relevant Antitrust Authorities approvals which is expected to occur in 2016.
- Following closing of this agreement, HeidelbergCement will launch a mandatory tender offer in cash to the remaining shareholders of Italcementi at the same price per share paid to Italmobiliare.
- Italmobiliare, as part of the same agreement, has committed to acquire certain non-core assets of Italcementi, which include Italgen active in the renewable energy sector, BravoSolution which operates in the e-procurement space and certain real estate properties.
- At the closing, Italmobiliare’s available cash will amount to approximately € 670-870 million, depending on HeidelbergCement shares allotment.