|From: Glenn Petersen||4/4/2014 12:25:54 PM|
|CX and EGL up in response to Holcim-Lafarge news:|
Cement groups Lafarge, Holcim in $50 billion-plus merger talks
By Natalie Huet and Alice Baghdjian
Fri Apr 4, 2014 11:34am EDT
PARIS/ZURICH (Reuters) - The worlds' two largest cement makers, Lafarge (LAFP.PA) and Holcim (HOLN.VX), said they are in merger talks, flagging what could be Europe's biggest tie-up of the year to date creating a company with a stock market value of over $50 billion.
The discussions are "based on principles consistent with a merger of equals", Paris-listed Lafarge said in a statement on Friday.
The company said no agreement had yet been reached with Switzerland's Holcim and that there was no guarantee of a deal, but said there was a "strong complementarity" and "cultural proximity" between the two.
Groupe Bruxelles Lambert, Lafarge's main shareholder, had no immediate comment.
Shares in Lafarge hit a high of more than four years and were up 8.3 percent at 1515 GMT, the top gainers on the French blue-chip CAC 40 index .FCHI, after an earlier Bloomberg report of the discussions. Holcim stock was 8.5 percent higher.
"It's good for the market. Things are boiling up on the M&A front, not only in the telecoms sector but also in the construction sector," said Clairinvest fund manager Ion-Marc Valahu. "There's overcapacity and they need to consolidate their balance sheets."
A merger would allow Lafarge and Holcim to slash costs and reduce worldwide overcapacity that has weighed on the market in recent years. Both companies are also striving to trim debt resulting from major acquisitions.
Lafarge bought Egypt's Orascom Cement for 8.8 billion euros ($12 billion) in 2008, while Holcim paid about $3.4 billion for Aggregate Industries in 2005.
Lafarge's debt pile has led to "junk" ratings from credit rating agencies Standard & Poor's and Moody's. The company has been slashing costs and selling non-core assets to trim debt, and aims to regain an investment grade by the end of this year.
Shares in Germany's HeidelbergCement (HEIG.DE) also rose 4.5
percent, the leading gainers on the DAX top-30 index .GDAXI.
($1 = 0.7291 Euros)
(Additional reporting by Sudip Kar-Gupta in London, Alexandre Boksenbaum-Granier and Blaise Robinson in Paris; Editing by James Regan)
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|To: Glenn Petersen who wrote (3673)||4/7/2014 3:42:26 AM|
|From: Glenn Petersen|
|Cement Makers Holcim and Lafarge Agree to Merge|
By DAVID JOLLY
New York Times
April 7, 2014, 3:32 am
PARIS — Holcim and Lafarge, the world’s two biggest cement companies, said on Monday that they had agreed to a merger of equals to help them better adapt to competition on the global stage.
The combination will “the most advanced group in the building materials industry,” the two companies said in a joint statement, following a meeting Saturday in which both boards unanimously backed a deal.
The creation of the new company, to be called LafargeHolcim, “is a once in a lifetime opportunity,” Rolf Soiron, the Holcim chairman, said in a statement, allowing the companies to offer a wider range of products to customers and “more sustainability and enhanced returns to shareholders.”
In morning trading, shares of Lafarge rose about 4 percent on the Paris bourse, while Holcim increased more than 5 percent in Zurich.
Holcim, based in Jona, Switzerland, near Zurich, and Lafarge, which is based in Paris, rank among the market leaders in cement and related products like stone, gravel and sand. Last year they had combined sales of about $44 billion and adjusted pretax income of about $8.9 billion, and had combined payroll of about 135,000 employees.
The merger, projected to close in the first half of 2015, would give the two companies a chance to shed overlapping assets in the moribund European market and to expand in faster-growing regions overseas where lower-cost competitors are threatening. LafargeHolcim would be active in 90 countries, they said, with no single country accounting for more than 10 percent of their combined revenues.
The deal is subject to shareholder approval and, perhaps more importantly in the case of such large players, must pass muster with antitrust authorities in numerous jurisdictions around the world where they currently compete. Holcim is already facing regulatory scrutiny in the European Union for deals with Cemex, the Mexican cement maker.
Looking to the regulatory slog ahead, the companies said they anticipated gains of 10 percent to 15 percent of their global adjusted pretax income from strategically divesting problematic assets. Even with a proactive approach, antitrust lawyers say completion of a merger could be years away.
Wolfgang Reitzle, currently a board member at Holicm, would serve as chairman of the new company’s board, while Bruno Lafont, chief executive of Lafarge, would be chief executive, with a 14 member board made up of seven members from each company.
The deal is structured as a “public exchange offer,” initiated by Holcim, in which the shares tendered by a Lafarge shareholder would be traded for an equivalent number of new Holcim shares.
The company is to be based in Switzerland, with the shares listed on the both the Zurich and Paris bourses.
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|To: richardred who wrote (2293)||4/11/2014 10:03:42 AM|
|ZIGO-Zygo goes down today by Ametek. I cashed out awhile back. BRKS is a low hanging fruit IMO. The ripe corporate bond market would rather issue currently for general corporate purposes.|
SNIP>A record $1.47 trillion of corporate bonds were sold into the U.S. market last year. The week ended March 7 was the second-busiest ever in the U.S., behind only the week of the Verizon deal last September, in Dealogic records going back to 1995.
AMETEK to Acquire Zygo Corporation
Zygo Corporation 1 hour ago
"Zygo is an excellent acquisition for AMETEK. We are excited about the opportunity to acquire such a strong brand and technology leader," comments Frank S. Hermance, AMETEK Chairman and Chief Executive Officer. "Zygo's leading position in non-contact optical metrology nicely complements our strength in contact metrology and enables us to offer our customers a full range of metrology solutions."
"We believe this transaction creates significant value for Zygo stockholders and I am excited for the opportunity this transaction represents for our customers and employees," said Gary Willis, Chief Executive Officer of Zygo. "We look forward to joining the outstanding team at AMETEK, which shares our focus on delivering exceptional metrology and high end optics solutions to our global customers."
The closing of the transaction is subject to customary closing conditions, including the approval of Zygo's stockholders and applicable regulatory approvals. The transaction is expected to be completed towards the end of the second quarter of calendar 2014. MAK Capital One LLC, a financial investment advisory firm controlled by Michael A. Kaufman, the Chairman of the Board of Zygo, which beneficially owns approximately 23.6% of the outstanding shares of Zygo, as well as Mr. Willis, have agreed to vote their shares of Zygo common stock in favor of the merger.
AMETEK is a leading global manufacturer of electronic instruments and electro-mechanical devices with annual sales of $3.6 billion. AMETEK's Corporate Growth Plan is based on Four Key Strategies: Operational Excellence, Strategic Acquisitions, Global & Market Expansion and New Products. AMETEK's objective is double-digit percentage growth in earnings per share over the business cycle and a superior return on total capital. The common stock of AMETEK is a component of the S&P 500 Index.
Zygo is a worldwide supplier of optical metrology instruments, precision optics and electro-optical design and manufacturing services serving customers in the semiconductor equipment, bio-medical, scientific and industrial markets.
Additional Information and Where to Find It
This document may be deemed to be solicitation materials in respect of the proposed acquisition of Zygo by AMETEK. In connection with the proposed merger, Zygo will file with the SEC and furnish to Zygo's stockholders a proxy statement and other relevant documents. This filing does not constitute a solicitation of any vote or approval. ZYGO STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Investors will be able to obtain a free copy of documents filed with the SEC at the SEC's website at www.sec.gov. In addition, investors may obtain a free copy of Zygo's filings with the SEC from Zygo's website at www.zygo.com or by directing a request to: Zygo Corporation, Laurel Brook Road, Middlefield, Connecticut, 06455, Attention: Chief Financial Officer.
Participants in the Solicitation
Zygo and its directors, executive officers and certain other members of management and employees of Zygo may be deemed "participants" in the solicitation of proxies from stockholders of Zygo in favor of the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders of Zygo in connection with the proposed merger will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. You can find information about Zygo's executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended June 30, 2013, filed with the SEC on September 13, 2013, and in its definitive proxy statement filed with the SEC on Schedule 14A on October 25, 2013.
Forward Looking Statements
Statements in this release that are not strictly historical, including statements regarding the proposed acquisition, the expected timetable for completing the transaction and any other statements regarding events or developments that we believe or anticipate will or may occur in the future, may be "forward-looking" statements within the meaning of the federal securities laws. There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include, among other things: general economic conditions and conditions affecting the industry in which Zygo operates; the uncertainty of regulatory approvals; adoption of the merger agreement by Zygo stockholders; the parties' ability to satisfy the closing conditions and consummate the transactions; AMETEK's ability to successfully integrate Zygo's operations and employees with AMETEK's existing business; and the ability to realize anticipated growth, synergies and cost savings. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in AMETEK's and Zygo's respective SEC filings, including each company's most recent, respective Annual Report on Form 10-K and Quarterly Report on Form 10-Q. These forward-looking statements speak only as of the date of this release and neither company assumes any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.
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|To: richardred who wrote (3558)||4/13/2014 11:21:18 PM|
|China greases the wheels of outbound M&A |
Chinese companies are set to become more competitive globally in the merger and acquisition market after the government’s decision to ease restrictions on outbound investments.
Starting from May 8, Chinese firms planning to invest less than $1 billion in an overseas company will no longer need to seek approval from authorities but only need register with the National Development and Reform Commission (NDRC), according to a statement by the NDRC.
Deals of above $1 billion will still need the approval of the NDRC, while those above $2 billion will require the approval of the State Council.
Currently, overseas resource-related investments above $300 million and deals in other sectors for more than $100 million need approval from the NDRC.
The uncertainty surrounding regulatory approval and the lengthy waiting time tends to put Chinese companies at a competitive disadvantage when it comes to overseas investments, according to bankers and local companies.
Companies can typically wait three or four months for regulatory approval for proposed overseas investments.
An example is Sichuan Hanlong Group’s attempted acquisition of Australia-listed mining company Sundance Resources in 2011.
Hanlong planned to buy 100% of Sundance for about A$1.4 billion in September 2011. However, it only received NDRC approval in August 2012 when the price of iron ore had dropped and Hanlong renegotiated with Sundance on terms. The deal was finally cancelled.
Chinese pork supplier WH Group’s $4.7 billion acquisition of Smithfield Foods in the US last year is an illustration of how Chinese companies take on additional risk due to the regulatory approval system.
The company, then called Shuanghui International, had to pay $275 million fees — so called reverse breakup fees — in advance to Smithfield due to the risk of not gaining approval.
“When we help a Chinese company acquire overseas assets, one of the most important things we care about is whether it can get approval easily,” said a Hong Kong-based M&A banker.
Target companies sometimes will consider the strict regulation as a risk that could delay the deal process, which makes them less willing to cooperate with Chinese companies, said the banker.
China’s easing of the rules for outbound investments comes at a time when local companies are rushing out to expand their businesses globally.
Chinese investors had invested $104.5 billion in 5,090 foreign companies from 156 overseas markets in 2013, and non-financial outbound foreign direct investment rose 16.8% last year to $90.2 billion, according to Ministry of Commerce data.
Domestic investors and analysts are hoping more reform measures will be announced by the authorities to reduce red-tape and further grease the wheels for overseas investments.
The major challenge is the difficulty in financing, said Ma Weihua, chairman of Wing Lung Bank and former president and CEO of China Merchants Bank, in the Boao economic forum last week.
“It’s unfeasible for Chinese companies to borrow for overseas investments because loans can not be counted as capital according to China’s rules in bank borrowing,” said Ma in a panel discussion about Chinese companies going global on April 9.
As such, local companies, especially privately owned companies that lack government financial support and access to overseas fundraising channels, can’t borrow domestically to fund their outbound investments.
Zhang Xin, CEO and co-founder of large private developer Soho China, spoke on the same panel about the limits overseas-listed property companies are faced with.
For example, they are only allowed to invest their capital raised outside China in domestic markets rather than overseas markets because their businesses are supposed to be in China. Zhang said this had hindered her company in overseas investments.
The NDRC’s new rules do not apply to investment projects in "sensitive countries, regions or sectors," said the NDRC. Sensitive countries and regions include those that have not established diplomatic relations with China, are under international sanctions, or are suffering wars and internal disorders.
Sensitive sectors refer to businesses in telecoms infrastructure, large-scale overseas land exploration, water conservancy projects, power networks and news media, the NDRC statement said.
© Haymarket Media Limited. All rights reserved.
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|From: richardred||4/13/2014 11:28:49 PM|
|Global commodity traders get deal fever |
BIG changes are under way among global energy and food commodity traders, with a flurry of first-quarter acquisitions and leadership moves that cover Asian, European and North American companies.
Last month, Swiss firm Mercuria Energy stepped closer to joining Vitol, GlencoreXstrata and Trafigura at the top of the independent energy and metals trading hierarchy, following its $US3.5 billion purchase of US investment bank JP Morgan’s physical commodity operation.
Mercuria’s deal gives it better access to the North American oil and gas scene, including some of the rich shale plays such as Bakken in North Dakota. It also picks up JP Morgan’s crude oil storage leases in the Canadian oil sands.
Vitol (2013 turnover $US307 billion), GlencoreXstrata ($US233 billion) Trafigura ($US133 billion) and Mercuria ($US100 billion) between them have revenues of close to $US800 billion a year, trading in oil and gas, metals and other commodities, and through ownership stakes in mines, refineries and other production assets.
For Mercuria co-founders Marco Dunand and Daniel Jaeggi, the JP Morgan acquisition gives them extra scale as they pit their trading skills against Vitol’s veteran boss Ian Taylor, GlencoreXstrata CEO and master strategist Ivan Glasenberg, and Trafigura’s new chief executive, Australian Jeremy Weir.
Weir, who previously ran Trafigura’s mining and market risk, took on the top job on March 24 after Trafigura founder and chairman, Frenchman Claude Dauphin, stepped back from a daily executive role to undergo medical treatment.
Another key change last month among the trading firms came from fifth-ranked Gunvor, which turned over $93 billion in 2012 and says it trades 2.5 million barrels a day of oil equivalent, or almost 3 per cent of world supply.
Gunvor co-founder and Finnish-Russian citizen Gennady Timchenko sold his 43.5 per cent stake to his Swedish business partner Torbjorn Tornqvist on March 19 to avoid any impact on the company from US sanctions designed to pressure Russia over its Crimea intervention.
Gunvor said on March 20 that to ensure the group’s “continued and uninterrupted operations” ahead of “anticipated economic sanctions,” Timchenko had sold his entire stake a day earlier to co-founder Tornqvist.
“As a result, Mr Tornqvist has become the majority owner of Gunvor Group with an 87 per cent stake,” it said. The remaining 13 per cent is held by Gunvor senior employees and there are no outside shareholders, according to the company.
In a statement the same day, the US Treasury said it was sanctioning Timchenko as one of a number of individuals who was “controlled by, has acted for or on behalf of, or has provided material or other support to, a senior Russian government official.”
The US Treasury said Timchenko’s “activities in the energy sector have been directly linked to Putin. Putin has investments in Gunvor and may have access to Gunvor funds.”
Gunvor denies this.
After the share sale, Tornqvist said the company would benefit from a more diversified shareholder base, and he may seek to bring in a strategic investor.
At Mercuria, Dunand and Jaeggi between them control about 30 per cent of their company, with 50 per cent held by employees and the remaining 20 per cent with a group of early investors. Dunand and Jaegii previously have said they are looking for an Asian investor to take a stake of about 10 to 20 per cent, with China’s State Development and Investment Corporation regarded as a likely candidate.
The five biggest energy traders have their counterparts on the food front, where names such as Archer Daniels Midland (ADM), Cargill, Bunge, Noble, Louis Dreyfus and Olam dominate the agribusiness trade, in concert with the Japanese and Korean general trading companies and the Japanese farmers’ cooperative Zen Noh.
But the biggest recent mover is China’s state-owned Cofco, which earlier this year took a 51 per cent stake in Dutch grains and oilseeds trader Nidera to give it a foothold in Latin America and Eastern European production.
It followed up last week with a similar deal in Asia, buying 51 per cent of Singapore-listed Noble Group’s agribusiness division Noble Agri to give Cofco a vehicle that expands its Middle Eastern and Asian reach. Noble CEO Yusuf Alireza will be interim head of the operation. China’s sovereign wealth fund China Investment Corp (CIC) has held a 15 per cent stake in Noble Group since 2009.
Cofco said Noble Agri would become its “principal international origination platform.” Cofco’s partner in the Noble Agri acquisition is the private equity firm Hopu Investment, which will hold a one-third stake in Cofco’s investment consortium. Hopu’s backers include Goldman Sachs China and Singapore’s state-owned investment company Temasek Holdings.
Last month Temasek offered to take over the other big Singapore-listed food trader, Olam International, in a deal that values it at $US4.2 billion. The offer by Temasek, which already owns 24 per cent of Olam, closes on May 9. Singapore’s competition watchdog, the Competition Commission, gave a green light to the bid this week. Olam’s founder, the Kewalram Chanrai family, has a stake of just over 20 per cent.
Geoff Hiscock writes on international business and is the author of “Earth Wars: The Battle for Global Resources,” published by Wiley
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