By James A. Loyola San Miguel Corporation (SMC) is no longer acquiring a majority stake in Holcim Philippines, Inc. after the share purchase agreement expired pending approval by the Philippine Competition Commission. Holcim said it was informed by its major shareholders that the Sale and Purchase Agreement on the proposed acquisition by SMC’s First Stronghold Cement Industries Inc. of 5.53 billion common shares equivalent to 85.73 percent shares of Holcim from its major shareholders had lapsed on May 10, 2020 and “shall no longer proceed.” SMC said in a disclosure to the Philippine Stock Exchange that completion of the acquisition required the approval of the Philippine Competition Commission which it was not able to achieve. Thus, FSCII will withdraw the launch of the tender offer of the Holcim shares held by its minority shareholders, which was made by FSCII on September 23, 2019. SMC had planned a tender offer for 14.27 percent of Holcim shares worth about $357 million after acquiring the majority 85.73 percent for $2.15 billion. FSCII had entered into definitive agreements with firms controlled by LafargeHolcim Ltd. for the purchase of 85.7 percent of Holcim for an enterprise value of US$2.15 billion. This is on a 100 percent basis, inclusive of fees for transitional service agreements. The deal is subject to regulatory approvals including that of the Philippine Competition Commission. Holcim Philippines said the agreement was executed by Holderfin B.V., First Stronghold, SMC and Lafargeholcim Ltd. Under the agreement, Holderfin will sell its shares in Holcim Philippines and shall buy Cemco Holdings, Inc. and Union Cement Holdings Corporation to also sell their shares to First Stronghold, which is a wholly owned subsidiary of San Miguel Equity Investments, Inc. which, in turn, is a wholly owned subsidiary of SMC. Union Cement owns 3.91 billion Holcim shares equivalent to a 60.55 percent stake, Holderfin has 1.17 billion or 18.11 percent, and Cemco Holdings has 456.69 million or 7.08 percent. SMC’s planned takeover of Holcim was flagged by the Mergers and Acquisitions Office (MAO) of the PCC for competition concerns. The PCC said in a statement that there may be a “monopoly, increased market power, and potential collusion arising from the merger.”