WINDHOEK – Singapore stock exchange listed International Cement Group (ICG) has expressed interest in acquiring a 100 percent stake in Schwenk Namibia (Pty) Ltd for US$104.4 million, which at the current exchange rate is slightly more than N$1.5 billion. Schwenk Namibia owns close to 70 percent of Ohorongo Cement and a 100 percent share of alternative fuel supplier, EFF.
According to unconfirmed reports, this amount comprises of US$19.3 million (about N$280 million) for its shares and another US$85.1 million (just over N$1.2 billion) for the purchase of its loans. However, industry sources emphasised that the share purchase agreement is still subject to shareholder and regulatory approval. The same sources were adamant that Ohorongo’s operations will in no way be affected by the share purchase.
Global media reports indicate that International Cement Group intends to fund the proposed acquisition through third party financing or borrowings.
The share sale in Schwenk Namibia reportedly includes 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 Schwenk Namibia’s parent company, Schwenk Zement International Gmbh to Schwenk Namibia Pty Ltd as at the date of completion of the proposed acquisition.
As at December 31,2018, the unaudited net tangible liabilities of Schwenk Namibia Pty Ltd stands at N$25.1 million.
The International Cement Group 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.
Thus, the group is of the view that the proposed acquisition presents an “attractive opportunity” for it to seize growing business opportunities in Africa arising from the construction of infrastructure and/or generated from China’s Belt and Road initiative. In the event that these approvals are not granted by July 31, 2019, the company shall pay Schwenk Zement International US$10.4 million, or 10 percent 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.
According to a statement by Schwenk Zement, its strategy to concentrate on the core cement business, concrete and aggregates in Europe, was the deciding factor to divest its Namibian assets. In this context, Schwenk recently signed a share purchase agreement to buy its Baltic and Nordic assets.