Taiwan Cement Corporation (TCC), a leading Asian cement company listed on the Taiwan Stock Exchange (Stock Code: 1101.TW), entered into a share purchase and restructuring agreement with Ordu Yardimlasma Kurumu (OYAK) whereby, (i) a newly established joint venture entity that is beneficially owned as to 60% and 40% by TCC and OYAK, respectively, will acquire 100% of the holding company of OYAK Çimento Fabrikaları at an enterprise value of approximately EUR1,300 million, and (ii) TCC will acquire 100% of the entire issued share capital of Cimpor Portugal Holdings SGPS, S.A. (Cimpor Portugal) for a total consideration of approximately EUR800 million.
Completion of the transaction will trigger a mandatory tender offer for all the outstanding issued share capital of OYAK Çimento Fabrikaları, the largest cement supplier in Türkiye and listed on Borsa Istanbul. Portuguese cement and building materials maker Cimpor Portugal has a 55% market share in Portugal, and has operations in African countries including Cape Verde, Ivory Coast and Cameroon.
The deal represents a further deepening of the cooperation between TCC and OYAK which began in 2018 when TCC and OYAK entered into a 40-60 joint venture to hold OYAK Çimento Fabrikaları and Cimpor Portugal, where S&C advised TCC.
S&C has participated in all six of TCC’s global depositary shares (GDSs) and convertible bonds (CBs) offerings since 2018, including the concurrent offering of US$420 million currency-linked zero coupon green CBs and US$384 million GDS this year, marking the largest concurrent CB and GDS transaction in Asia over the past two years, and the first equity-linked transaction by a Taiwanese company issued under a Green Financing Framework which adheres to international market standards. S&C also represented TCC on its acquisition of 65.15% of the shares of NHOA S.A., a company listed on Euronext Paris and a technology and industrial player focusing on energy storage systems in 2021, and on NHOA’s rights offers since then.
The S&C team advising TCC in the transactions included Gwen Wong and Jeffrey Lee. Juan Rodriguez and André Garcia do Fôjo advised on antitrust and Foreign Subsidies Regulation matters.