Adani becomes India's second largest cement player

The Adani Family has completed the acquisition of Ambuja Cements and ACC, the largest acquisition in India’s Infrastructure and Materials space valued at USD 6.50 billion.

Adani now holds 63.15 per cent in Ambuja Cements and 56.69 per cent in ACC (of which 50.05 per cent is held through Ambuja Cements).

The combined market capitalization of Ambuja Cements and ACC is USD 19 billion. With this acquisition, Adani is now India’s second largest cement manufacturer (capacity 67.5 MTPA).

Enhanced corporate governance with 100 per cent independent directors on Audit Committee and Nomination & Remuneration Committee, two new Board committees, Corporate Responsibhility Committee and Public Consumer Committee comprising solely of independent directors, will drive ESG assurance and consumer-first approach.

The transaction by Adani involved the acquisition of Holcim’s stake in Ambuja and ACC along with an open offer in both entities as per SEBI Regulations.

The value of the Holcim stake and open offer consideration for Ambuja Cements and ACC is USD 6.50 billion, which makes this the largest ever acquisition by Adani and also India’s largest ever M&A transaction in the infrastructure and materials space.

“What makes cement an exciting business is the headroom for growth in India, which exceeds that of every other country well beyond 2050,” said Mr. Gautam Adani, Chairman, Adani Group.

Also Read: Gautam Adani is now world’s 2nd richest; has net worth of $154.7 bn

“Cement is a game of economics dependent on energy costs, logistics and distribution costs, and the ability to leverage a digital platform to transform production as well as gain significant supply chain efficiencies. Each one of these capabilities is a core business for us and therefore provides our cement business a set of unmatched adjacencies”.

It is these adjacencies that eventually drive competitive economics. In addition, our position as one of the largest renewable energy companies in the world will help us manufacture premium quality green cement well in line with the principles of a circular economy. All of these dimensions put us on track to become the largest and most efficient manufacturer of cement by no later than 2030,” said Adani.

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

The Board of Ambuja Cements approved an infusion of INR 20,000 Cr into Ambuja by way of preferential allotment of warrants. This will equip Ambuja to capture the growth in the market. The actions will significantly accelerate value creation for all stakeholders in line with the Adani Groups business philosophy.

Both Ambuja Cements and ACC will benefit from synergies with the integrated Adani infrastructure platform, especially in the areas of raw material, renewable power and logistics, where Adani Portfolio companies have vast experience and deep expertise. Ambuja and ACC will also benefit from Adani’s focus on ESG, Circular Economy and Capital Management Philosophy.

The businesses will continue to be deeply aligned to UN Sustainability Development Goals with clear focus on SDG 6 (Clean Water and Sanitation), SDG 7 (Affordable and Clean Energy), SDG 11 (Sustainable Cities and Communities) and SDG 13 (Climate Action).

In line with the Adani Portfolio’s governance philosophy, the board committees of both Ambuja Cements and ACC have been reconstituted. The Audit Committee and the Nomination & Remuneration Committee now comprise 100 per cent independent directors.

Also Read: Vizhinjam port: As protests intensify, Adani Group takes Kerala govt to court

Further, two new committees have been constituted the Corporate Responsibility Committee and the Public Consumer Committee both comprising 100 per cent independent directors to provide assurance to the board on ESG commitments and maximise consumer satisfaction.

Also, a Commodity Price Committee has been constituted, comprising 50 per cent independent directors to strengthen risk management.

The transaction was financed by facilities aggregating to USD 4.50 billion availed from 14 international banks. Barclays Bank PLC, Deutsche Bank AG and Standard Chartered Bank acted as Original Mandated Lead Arrangers and Bookrunners to the transaction.

Barclays Bank PLC, DBS Bank, Deutsche Bank AG, MUFG Bank and Standard Chartered Bank acted as Mandated Lead Arranger and Bookrunners to the transaction.

In addition, BNP Paribas, Citibank, Emirates NBD Bank, First Abu Dhabi Bank, ING Bank, Intesa Sanpaolo S.p.A, Mizuho Bank, Sumitomo Mitsui Banking Corporation and Qatar National Bank acted as Mandated Lead Arrangers for the transaction.

Barclays Bank PLC and Deutsche Bank AG acted as M&A advisors to BidCo with Standard Chartered Bank acting as the Structuring Advisor and ICICI Securities and Deutsche Bank AG acting as merchant bankers to the open offer by BidCo for Ambuja Cements and ACC.

Also Read: Now, Adani eyes acquisitions to push food business, take on Reliance

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

About the Adani Portfolio

Headquartered in Ahmedabad, India, the Adani Group is the largest and fastest-growing portfolio of diversified businesses in India with interests in Logistics (seaports, airports, logistics, shipping and rail), Resources, Power Generation and Distribution, Renewable Energy, Gas and Infrastructure, Agro (commodities, edible oil, food products, cold storage and grain silos), Real Estate, Public Transport Infrastructure, Consumer Finance and Defence, and other sectors.

Adani owes its success and leadership position to its core philosophy of Nation Building and Growth with Goodness, a guiding principle for sustainable growth. The Group is committed to protecting the environment and improving communities through its CSR programmes based on the principles of sustainability, diversity and shared values.

(With inputs from agencies)