Adani becomes India’s second largest cement player, completes acquisition of ACC, Ambuja Cements

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Mumbai: The Adani family has successfully completed the acquisition of Ambuja Cements Ltd and ACC Ltd through the special purpose vehicle Endeavor Trade and Investment Ltd (“BidCo”). The transaction involved the purchase of Holcim’s Ambuja and ACC shares, as well as an open offer in both entities in accordance with SEBI regulations.

The Holcim stake and the open offer from Ambuja Cements and ACC are valued at USD 6.50 billion, making it Adani’s largest ever acquisition and India’s largest ever M&A transaction in infrastructure and materials. After the transaction, Adani will hold 63.15% in Ambuja Cements and 56.69% in ACC (of which 50.05% is held through Ambuja Cements).

“India’s scope for growth, which will exceed that of any other country after 2050, makes cement an exciting business,” he said. Mr. Gautam Adani, Chairman, Adani Group. “Cement is an economic play that depends on energy costs, logistics and distribution costs, and the ability to leverage the digital platform to transform production and drive significant supply chain efficiencies. All of these capabilities are core businesses for us and therefore provide unparalleled adjacencies for our cement business. These adjacencies ultimately lead to a competitive economy. In addition, our position as one of the largest renewable energy companies in the world helps us to produce premium quality green cement in accordance with the principles of the circular economy. All these dimensions are on track to become the largest and most efficient cement producer by 2030 at the latest.”

Currently, the combined installed production capacity of Ambuja Cements and ACC is 67.5 MTPA. The two companies are among India’s strongest brands with a vast depth of manufacturing and supply chain infrastructure represented by their 14 integrated units, 16 grinding units, 79 concrete plants and over 78,000 channel partners across India.

The board of directors of Ambuja Cements has approved its infusion of INR 20,000 crore into Ambuja by way of preferential allotment of warrants. This equips Ambuja to capture the market growth. Actions significantly accelerate value creation for all stakeholders, in line with Adani Group’s business philosophy.

Both Ambuja Cements and ACC will benefit from synergies with the integrated Adani infrastructure platform, particularly in raw materials, renewable energy and logistics, where Adani Portfolio companies have vast experience and deep expertise. Both Ambuja and ACC benefit from Adani’s focus on ESG, circular economy and capital management philosophy. Businesses remain deeply aligned with the UN Sustainable Development Goals, clearly SDG 6 (Clean water and sanitation), SDG 7 (Affordable and clean energy), SDG 11 (Sustainable cities and communities) and SDG 13 with a focus on (Climate Policy). .

In line with Adani Portfolio’s governance philosophy, the Board Committees of both Ambuja Cements and ACC have been reconstituted. The Audit Committee and the Nomination and Remuneration Committee now consist of 100% independent directors. In addition, two new committees have been formed – the Corporate Responsibility Committee and the Consumer Stewardship Committee – both made up of 100% independent directors to provide assurance to the board of ESG commitments and maximize consumer satisfaction. In order to strengthen risk management, a Commodity Committee has also been set up, consisting of 50% independent directors.

The transaction was financed by credit lines of 14 international banks in the amount of USD 4.50 billion. Barclays Bank PLC, Deutsche Bank AG and Standard Chartered Bank acted as original lead arrangers and bookrunners for the transaction. Barclays Bank PLC, DBS Bank, Deutsche Bank AG, MUFG Bank and Standard Chartered Bank acted as lead arrangers and accountants for the transaction. In addition, BNP Paribas, Citibank, Emirates NBD Bank, First Abu Dhabi Bank, ING Bank, Intesa Sanpaolo SpA, Mizuho Bank, Sumitomo Mitsui Banking Corporation and Qatar National Bank acted as lead lead arrangers for the transaction .

Barclays Bank PLC and Deutsche Bank AG acted as M&A advisors to BidCo, Standard Chartered Bank acted as structuring advisors and ICICI Securities and Deutsche Bank AG acted as merchant bankers in BidCo’s open offer for Ambuja Cements and ACC.

Cyril Amarchand Mangaldas and Latham and Watkins LLP acted as M&A advisors to BidCo. Cyril Amarchand Mangaldas and Latham and Watkins LLP also acted as legal advisors to BidCo on the financing, with Allen & Overy LLP and Talwar Thakore and Associates acting as legal advisors to the lenders.



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