|
Getting your Trinity Audio player ready...
|
Huaxin Cement, the acquirer of Holcim’s 83.8 percent stake in Lafarge Africa, will pay $773.86 million, a figure that represents only 66 percent of the company’s current market valuation of $1.17 billion.
In its disclosure, Huaxin explained that the original purchase price of $838.8 million was revised downward to account for “leakages” identified in the share purchase agreement. These leakages refer to dividends paid by Lafarge Africa to Holcim AG between January 1, 2024, and August 29, 2025, the date the transaction was finalised.
During this period, Lafarge Africa distributed a total of $64 million in dividends to Holcim, which ultimately led to the final price adjustment.
It is worth noting that when the deal was first struck in December 2024, Lafarge Africa’s share price was far below its current level of N130 ($0.087). Even in February 2025, when the share purchase agreement was made public, the stock was trading at N77.50 per share, lower than the transaction-implied value of N93.
Legal and labour troubles
Yet the situation has since grown more complex. A Nigerian minority shareholder, Strategic Consultancy, has challenged the deal in court. They allege “secrecy” and claim that local investors and shareholders were denied the right of first refusal.
Although both Huaxin and Holcim maintain that the deal has been completed, the transaction still faces legal scrutiny in Nigeria. The Federal High Court, which is hearing the case, has adjourned proceedings until October 9, ordering all parties to maintain the status quo.
Concerns have also emerged from within Lafarge Africa itself. Following the announcement of the deal in December 2024, some staff expressed scepticism over the transfer of ownership. Drawing on the experience of employees in Lafarge Zambia, who faced uncertainty after Huaxin’s acquisition, some Nigerian workers voiced discomfort about the future.
Huaxin to go for 100% takeover by 2026
The share purchase agreement also stipulates that after the deal’s completion, Huaxin must launch a mandatory takeover offer (MTO) to the remaining shareholders. This provision ensures compliance with Nigeria’s takeover regulations.
In line with the Securities and Exchange Commission (SEC) rules, the acquisition triggered the obligation for Huaxin to make an offer for the outstanding 16.19 percent stake in Lafarge Africa. The MTO, expected to be concluded within one year of closing, carries a maximum consideration of $161.9 million. Huaxin has indicated that the offer price will be capped at N93 per share.
Under Nigerian law, any investor acquiring 30 percent or more of a public company must seek an “Authority-to-Proceed” from the SEC. And this must be within three business days of closing such an acquisition, at a price no lower than the agreed transaction price.
With Lafarge shares now trading at N130, a full 28 percent premium to Huaxin’s proposed offer, it remains uncertain how minority shareholders will respond.
Holcim remains the majority shareholder in Huaxin
Despite the divestment, Holcim AG continues to hold a 41.8 percent stake in Huaxin Cement, positioning it as the company’s largest shareholder. This means Holcim’s influence, and indirectly its presence in Lafarge Africa, has not been completely erased.
Today, Huaxin Cement operates through nearly 300 subsidiaries across 14 provinces and cities in China, while also pursuing an ambitious global expansion. The company has established operations in 12 countries, including Tajikistan, Kyrgyzstan, Uzbekistan, Cambodia, Nepal, Oman, Tanzania, Zambia, Malawi, Zimbabwe, Mozambique, and South Africa.
Its push into Africa has been fueled largely by acquisitions of Holcim-owned assets, underscoring the strategic importance of its shareholder relationship with Holcim.
