Holcim shareholders back all motions for proposed merger

Holcim shareholders back all motions for proposed merger
Published: 11 May 2015

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 a global building materials giant. Representing around 72 per cent 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.

Board of Directors
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 11 May 2015.