The Consunji Group has sealed the deal to acquire a controlling 89.86 percent of Cemex Holdings Philippines Inc. (CHP), the fourth largest cement manufacturer in the country, for $305.6 million in cash after weeks of stock market speculation.
In a disclosure posted by the Philippine Stock Exchange late Thursday, CHP said its indirect parent company, Cemex Asia B.V. has signed a share purchase agreement with DMCI Holdings, Inc., Semirara Mining and Power Corporation, and Dacon Corporation, a privately held holding company of the Consunji family and majority owner of DMCI Holdings.
This is for the sale of Cemex Asia’s 100 percent stake (42.14 million common shares) in Cemex Asian South East Corporation (CASEC), which owns approximately 89.86 percent of CHP.
CHP said Cemex Asia expects to finalize this transaction before year-end 2024, subject to the satisfaction of various pre-completion conditions, including, but not limited to, the approval by the Philippine Competition Commission.
The completion also hinges on Cemex Asia disposing of its 40 percent interest in each of APO Land & Quarry Corporation and Island Quarry and Aggregates Corporation, and the fulfillment of any mandatory tender offer requirement by the Consunji Group to the shareholders of CHP.
Pending the closing of the transaction, CHP’s operations are expected to continue in the ordinary course with CHP and its subsidiaries attending to all relevant clients, suppliers, and other stakeholders.
In a separate disclosure, DMCI said it is set to acquire a 56.75 percent stake in CASEC, comprising 23.92 million shares. Dacon will secure 32.12 percent or 13.54 million shares, while Semirara SMPC will purchase the remaining 11.13 percent or 4.69 million shares.
“Cement manufacturing will be a good, strategic addition to our business portfolio. We can leverage our group's expertise and create new revenue streams from this acquisition,” said DMCI Holdings, Dacon and SMPC Chairman Isidro A. Consunji.
Semirara also disclosed that “The acquisition of CASEC will enable SCC to access a new market for its fly ash and power capacity, and boost its coal sales to the fourth largest cement manufacturer in the Philippines.”
The Consunji Group said the acquisition price “reflects the result of the negotiations and views on fair value of both Purchasers and Seller, having regard to various valuation methodologies and multiple cross-checks.”
It added that the price is subject to customary closing adjustments based on CHP’s estimated working capital, cash and debt levels as of the closing date.
Dacon has been appointed as the bidder for the mandatory tender offer (MTO) to acquire the remaining 10.14 percent of the total issued and outstanding capital stock of CHP. The MTO is subject to obtaining approval by the PCC for the acquisition.