Cleary Gottlieb has announced that it was counsel to Lafarge in the company's EUR 40 billion merger with Holcim to create LafargeHolcim, which Cleary Gottlieb predicted would be “the most advanced group in the building materials industry.”
Holcim and Lafarge intend to combine the two companies through a merger, unanimously approved by the companies' respective Board of Directors and fully supported by the core shareholders of both companies.
According to a statement released by Cleary Gottlieb, “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 approximately EUR 32 billion and Ebitda to EUR 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.
Once the deal is complete, LafargeHolcim will be listed on the SIX in Zurich and Euronext Paris, and is expected to remain 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 a 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 summer 2015, subject to obtaining regulatory approvals.
The Cleary Gottlieb team included Partner Pierre-Yves Chabert and Associate Rodolphe Elineau in Paris, with the support of more than 30 Cleary lawyers covering six practices in three different offices, including Partner Murat Akuyev, and Associates Mikhail Suvorov and Yury Babichev in the firm's Moscow office.
Holcim was advised by Homberger in Switzerland, as well as Linklaters (on French law aspects) and Freshfields (for anti-trust matters).
