Singapore cement firm International Cement Group
said on Monday that it has entered into a conditional sale and purchase
agreement to acquire a 100% stake in Schwenk Namibia Pty Ltd for an
aggregate US104.4 million in cash, comprising US$19.3 million for all its
shares and another US$85.1 million for the purchase of its loans.
The company intends to fund the proposed
acquisition through third party financing or borrowings, it said.
Schwenk Namibia Pty Ltd owns a 69.83% stake
in Ohorongo Cement, and a 100%
stake in EFF.
Ohorongo Cement owns and operates an operational
cement plant at North Otavi, Namibia with an annual production capacity of
about 1 million metric tonnes. The firm is principally engaged in the
business of selling and producing cement. Meanwhile, EFF is
mainly engaged in the business of sourcing for alternative energy sources
and businesses related to that.
The sale shares in Schwenk
Namibia Pty Ltd include the purchase of 1.53 million cumulative redeemable
preference shares, and 100 ordinary shares of the company.
The deal also involves the
transfer of outstanding shareholders’ loans that have been extended by the
vendor, Schwenk Zement International Gmbh & Co Kg to Schwenk
Namibia Pty Ltd as at the date of completion of the proposed acquisition.
As at Dec 31, the unaudited net tangible
liabilities of Schwenk Namibia Pty Ltd stands at 25.1 million Namibian
dollars (S$2.36 million).
International Cement noted that following its
“successful diversification” into the cement business in Central Asia in
2017, the group has decided to expand its cement business into Africa.
As compared to building a new cement plant, having
a commercially operational plant will eliminate project risk during the
construction period, the company said.
Among other things, the proposed acquisition is
subject to shareholders’ approval at an extraordinary general meeting to
be convened, and the transactions being approved by the relevant government
authorities.
In the event that these approvals are not granted by July 31, 2019, the company will pay the vendor US$10.4 million, or 10% of the combined share purchase price and loan purchase price. The agreement will also lapse if the approvals are not obtained on, or before this date.https://cceonlinenews.com/2019/03/12/singapore-cement-firm-seeks-to-acquire-schwenk-namibia-pty/
