Executive Summary: Statement of Concerns issued by the Mergers and Acquisitions Office on the Proposed Acquisition by First Stronghold Cement Industries, Inc. of Shares in Holcim Philippines, Inc.
PROPOSED ACQUISITION BY FIRST STRONGHOLD CEMENT INDUSTRIES, INC. OF SHARES IN HOLCIM PHILIPPINES, INC.
Executive Summary of the Statement of Concerns dated 02 December 2019
Issued by the Mergers and Acquisitions Office
31 January 2020
Abstract of the Transaction
The Transaction involves the purchase by First Stronghold Cement Industries, Inc. (“First Stronghold”) of a total of 5,531,566,062 common shares equivalent to 85.73% of the total issued and outstanding capital stock of Holcim Philippines, Inc. (“Holcim”).
First Stronghold, the acquiring entity, is a wholly-owned subsidiary of San Miguel Equity Investments, Inc. (“SMEII”), which in turn is a wholly-owned subsidiary of San Miguel Corporation (“SMC”). The ultimate parent entity of First Stronghold, SMEII, and SMC is Top Frontier Investment Holdings, Inc. (“Top Frontier”). On the other hand, Holcim, the acquired company, is mainly engaged in the manufacture, sale, and distribution of cement and cementitious products and aggregates, and the provision of technical support on various construction-related quality control, optimization, solutions development, and skills upgrade. The Transaction will allow SMEII, through First Stronghold, to venture into, and explore capital investment opportunities in, the cement market.
Notification of the Transaction
The Parties’ respective Notification Forms were filed on 06 June 2019 and the Phase I review of the Transaction commenced on 09 July 2019.