Adani becomes India's second-largest cement player after Ambuja, ACC deal

The Adani Family, through Endeavour Trade and Investment Ltd ("BidCo"), a special purpose vehicle, has successfully completed the acquisition of Ambuja Cements Ltd and ACC Ltd.

The transaction 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.

Post the transaction, Adani will hold 63.15% in Ambuja Cements and 56.69% in ACC (of which 50.05% is held through Ambuja Cements).

"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. "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."

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 Rs 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 Group's 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% independent directors. Further, two new committees have been constituted the Corporate Responsibility Committee and the Public Consumer Committee both comprising 100% 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% independent directors, to strengthen risk management.

The transaction was financed by facilities aggregating to $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 acted as merchant bankers to the open offer by BidCo for Ambuja Cements and ACC. 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.