SCHEDULE: Holcim Acquires Majority Stake in Cementos Pacasmayo

Holcim Ltd has acquired a 50.01% stake in Cementos Pacasmayo SAA, signaling a significant strategic expansion in Peru.

Summary

• Holcim Ltd, through its subsidiary Inversiones ASPI S.A., has acquired a 50.01% stake in Cementos Pacasmayo SAA.
• The acquisition was completed on March 30, 2026, for a cash purchase price of S/1,850,370,000.
• Holcim funded the acquisition using its working capital.
• As part of the transaction and Peruvian law, Holcim is obligated to launch a public tender offer for at least an additional 24.99% of Cementos Pacasmayo's shares.
• Holcim intends to delist Cementos Pacasmayo's shares from the New York Stock Exchange and deregister them under the Exchange Act following the tender offer.
• Holcim has appointed two new directors to Cementos Pacasmayo's board: Santiago Maria Ojea Quintana and Simon Rolf Kronenberg.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive development for Holcim, indicating strategic growth and expansion, although the mandatory tender offer and potential future actions introduce some complexity.

Positives

• Holcim has successfully acquired a majority stake in Cementos Pacasmayo, a key player in the Peruvian construction materials market.
• The acquisition aligns with Holcim's strategy to expand its presence in Peru.
• Holcim has a strong compliance program, as noted by the DOJ in a separate matter concerning former Lafarge executives.
• The transaction was funded through Holcim's working capital, indicating financial stability.

Negatives

• Holcim is obligated to launch a public tender offer, which will require further capital outlay and administrative effort.
• The company's ultimate goal includes delisting Cementos Pacasmayo from the NYSE, which may impact liquidity for some shareholders.

Risks

• Holcim may acquire additional shares or dispose of its current holdings in Cementos Pacasmayo depending on market conditions and its investment policies.
• The company is reviewing its investment and may take actions such as communicating with the board, management, or other security holders, or engaging advisors to evaluate strategic alternatives.
• Potential strategic alternatives could include extraordinary corporate transactions, business combinations, asset sales, joint ventures, or changes to the board or management.

Future Outlook

Holcim intends to launch a public tender offer for at least an additional 24.99% of Cementos Pacasmayo's shares and subsequently delist the company from the New York Stock Exchange. The company will continuously review its investment and may take further actions regarding its stake.

Management Comments

• Holcim supports the agreement reached by Lafarge SA with the U.S. Department of Justice (DOJ) to resolve the DOJ's inquiry into Lafarge SA and its long-defunct subsidiary Lafarge Cement Syria (LCS) related to the legacy conduct of certain former executives during the Syrian civil war, before Holcim acquired Lafarge SA.
• The DOJ noted that Holcim has effective compliance and risk management controls and functions in place to detect and prevent any similar potential conduct.
• Holcim operates to the highest ethical standards in strict compliance with the laws of all its jurisdictions.
• Today's resolution reaffirms Holcim's commitment to conducting all its business with utmost integrity.

Industry Context

StockSavvy.ai notes that this acquisition by Holcim, a global leader in building materials, signifies a strategic move to consolidate its presence in Latin America, specifically in Peru. This aligns with broader industry trends of consolidation and expansion in emerging markets by major construction material players seeking growth opportunities.

Management Changes

Legal Proceedings

• In 2022, two affiliates of Holcim, Lafarge S.A. and Lafarge Cement Syria, reached a plea agreement with the United States Department of Justice related to conduct occurring prior to Holcim's acquisition of Lafarge S.A. Holcim states that none of this conduct involved Holcim itself, and that former executives concealed the conduct from Holcim.

Stakeholder Impact

• Shareholders of Cementos Pacasmayo S.A.A. will be subject to a mandatory tender offer, providing an opportunity to sell their shares to Holcim.
• Employees of Cementos Pacasmayo S.A.A. may experience changes in management and corporate strategy under Holcim's ownership.
• Suppliers and customers of Cementos Pacasmayo S.A.A. may see shifts in business relationships and operational focus as Holcim integrates the company.

Next Steps

• Holcim must launch and complete a public tender offer for at least an additional 24.99% of Cementos Pacasmayo's shares.
• Holcim will request the SMV to appoint a valuation entity to determine the minimum price for the tender offer.
• Holcim intends to delist Cementos Pacasmayo's shares from the NYSE and deregister them under the Exchange Act.

Key Dates

Recommendation

Holcim's acquisition of a majority stake in Cementos Pacasmayo is a significant strategic move, but the mandatory tender offer and subsequent delisting plans introduce uncertainty for existing shareholders. While the acquisition itself is positive for Holcim's growth, the immediate impact on Cementos Pacasmayo's share price will be driven by the tender offer terms and market reaction. A 'hold' recommendation reflects the need to observe the tender offer process and Holcim's integration strategy before making a definitive investment decision.

Keywords

Holcim, Cementos Pacasmayo, Acquisition, Peru, Schedule 13D, Tender Offer, Construction Materials, Emerging Markets