Holcim shareholder starts tender offer

MANILA, Philippines — Holderfin B.V., Holcim Philippines’ majority shareholder, started yesterday its tender offer to minority shareholders following its move to increase its stake in the listed cement company.

The move is part of Holcim’s voluntary delisting process, which comes after Holderfin acquired additional Holcim shares from another company shareholder, Sumitomo Osaka Cement.

The acquisition will result in Holcim’s minimum public float falling to 5.05 percent or below the required 10 percent prescribed minimum percentage for listed firms. Holcim’s public ownership as of end-March was at 14.27 percent.

The tender offer will run until Aug. 30.

Holderfin has set a tender offer price of P5.33 per share, a 37.7 percent premium over the last closing share price of P3.87 on June 29, 2023.

Furthermore, Holderfin said it has sufficient resources, including cash on hand, which are available to satisfy full acceptance of the tender offer shares amounting to a maximum aggregate purchase price of P1.735 billion.

With the acquisition, Holderfin’s total shareholdings in the company increased to 27.33 percent from 18.11 percent of the company’s outstanding capital stock.

Holcim intends to call a special shareholders’ meeting on or before Aug. 30, 2023 for purposes of approving the delisting.

Under the PSE’s Amended Voluntary Delisting Rules, the voluntary delisting must be approved by at least two-thirds of the entire membership of the board of directors and stockholders owning at least two-thirds of the total outstanding and listed shares of the listed company.

Furthermore, the number of votes cast against the delisting proposal should not be more than 10 percent of the total outstanding and listed shares of the company.

Through the conduct of the tender offer, Holderfin hopes to acquire at least 2.9 million common shares representing approximately 0.05 percent of the outstanding listed shares of Holcim, resulting in the proponents collectively holding at least 95 percent of the company’s issued and outstanding shares.

Assuming that the tender offer is closed and completed with valid tenders of all of the tender offer shares that are currently held by the public based on the company’s public ownership report, the bidder is expected to own and hold two billion common shares, representing approximately 32.38 percent of Holcim’s issued and outstanding common shares.