Lafarge in its €40 Billion Merger of Equals with Holcim to Create LafargeHolcim

Holcim and Lafarge today announced their intention to combine the two companies through a merger of equals, unanimously approved by their respective Board of Directors and fully supported by the core shareholders of both companies.

The transaction would result in the creation of the most advanced group in the building materials industry, offering an unprecedented range of products and services to answer the changing demands of the building materials industry and the challenges of increasing urbanization. Lafarge and Holcim pro forma combined sales amount to c. €32 billion and EBITDA to €6.5 billion.

After a strategic optimization of the portfolio through a pro-active divestment process, in anticipation of regulatory requirements, LafargeHolcim would occupy complementary positions, with production sites located in 90 countries across all continents with the most balanced and diversified portfolio in the industry.

The proposed combination would be structured as a public offer filed by Holcim for all outstanding shares of Lafarge on the basis of a one-for-one exchange ratio with an agreement to have equal dividends on a per share basis between announcement and completion. The offer would be subject to Holcim holding at least two-thirds of the share capital and voting rights of Lafarge on a fully diluted basis.

LafargeHolcim would be listed on the SIX in Zurich and Euronext Paris. It would continue to be domiciled in Switzerland. It would operate under the local governance rules with a board composed with equal numbers of Lafarge and Holcim directors and through an efficient distribution of central corporate functions in France and Switzerland.

The proposed combination is conditional upon, among other things, execution of definitive documentation, approval of the shareholders of Holcim and obtaining required regulatory and other customary authorizations. Completion is expected by the end of H1 2015 subject to obtaining regulatory approvals.