Lafarge in Sale of Cimpor Stake to Votorantim

March 25, 2010

Cleary Gottlieb represented Lafarge, the world leader in building materials, in the context of the hostile tender offer launched by the Brazilian Companhia Siderúrgica Nacional for Cimpor - Cimentos De Portugal SGPS SA. Lafarge optimized its position by selling its 17.28% interest, valued over €700 million, in Cimporto Votorantim, one of the largest conglomerates in Latin America. The transaction was structured so that the Cimpor shares were transferred immediately to Votorantim, with a later transfer of Brazilian cement assets, cash or other consideration to Lafarge, depending on the outcome of Companhia Siderúrgica Nacional’s takeover bid for Cimpor and Votorantim’s decision to tender thereto. The structure allowed Lafarge to sell its minority interest in Cimpor during an ongoing tender offer while ensuring that Lafarge would receive the value of higher offers for Cimpor shares. Given the subsequent failure of the then-outstanding tender offer for Cimpor, the consideration received by Lafarge for its stake in Cimpor will consist of cement assets of Votorantim, located in regions complementing Lafarge’s position in Brazil.