The Boards of Directors of Cement Company of Northern Nigeria Plc (“CCNN“) and Kalambaina Cement Company limited (“Kalambaina Cement”), a wholly owned subsidiary of BUA Cement Company Limited, have agreed to merge their businesses, with CCNN as the resultant entity, subject to required regulatory and shareholders’ approvals (the “Proposed Merger”).
The Boards are resolute in their aspiration to strengthen the competitive position of the enlarged company among cement manufacturers in Nigeria. It is in furtherance of this aspiration and a collective vision to create value for all key stakeholders of both companies that the Proposed Merger is being considered.
The Proposed Merger provides a compelling opportunity to capture significant synergies and create value for the benefit of the shareholders of both companies in the form of the stronger competitive position of the enlarged company, economies of scale, enhanced operations and administrative efficiencies which are expected to accrue from the Proposed Merger.
As consideration for the Proposed Merger, the shares of CCNN will be issued and allotted to all shareholders of Kalambaina Cement in exchange for their shares in Kalambaina Cement at an agreed ratio based on CCNN’s 30-day volume weighted average closing price (“VWAP”) to 22 June 2018 of N25.99 per share.
It is proposed that each shareholder in Kalambaina Cement shall be entitled to:
RECEIVE FOR 19,811,372 new ordinary shares of CCNN Every 100,000 (one hundred thousand) Kalambaina Cement shares.
Should the necessary’ regulatory approvals, including those of The Nigerian Stock Exchange and the Securities and Exchange Commission be received, the parties will lake further steps to consummate the proposed combination including obtaining the approval of their respective shareholders at separate Court-Ordered Meetings.
Further developments will be communicated in due course.