Holcim, Lafarge merger back on track after revised terms

FRANKFURT/PARIS (Reuters) - Holcim Ltd and Lafarge SA have agreed new financial terms and leadership to save their plans to create the world's biggest cement company, after the merger came to the verge of collapsing.

The two agreed a new share-swap ratio of nine Holcim shares for each 10 of Lafarge and for Lafarge Chief Executive Bruno Lafont to become co-chairman, instead of chief executive of the combined group as originally planned.

Lafont's role was a major sticking point for Switzerland-based Holcim, which threatened to abandon the deal on Sunday if the terms were not renegotiated.

The Swiss side questioned his ability to deliver the 1.4 billion euros ($1.5 billion) in promised cost savings from the deal and disliked his brash management style, sources earlier said.

"My attitude since Sunday has been to show that men should not prevent this merger from going through and on the contrary should do everything to make it possible," Lafont told reporters on a conference call.

Under the revised deal, Lafont will be co-chairman along with Holcim's chairman Wolfgang Reitzle. Lafont is to propose a CEO in the coming weeks who would have to be accepted by Holcim's board.

Beat Hess, Holcim vice-chairman, will hold the same role on the new board.

"This adjustment maximises the deal's chances of success," Lafont said, adding he was satisfied with the new terms and insisting that the deal was still a merger of equals.

The new share-swap ratio means Holcim shareholders would own 55.6 percent of the new group versus 53 percent previously.

The companies also said certain key shareholders of both had confirmed their support for the revised merger terms, without naming those shareholders.

Nassef Sawiris, who owns 16 percent of Lafarge, had told Reuters on Thursday he backed the deal and was not worried about Holcim shareholders not voting for it. In recent weeks, some Holcim shareholders pushed openly for changes to the deal because they saw it as a too favourable to Lafarge and argued that the Swiss group would be better off alone.

In part to placate them, the new group will pay a scrip dividend of 1 new LafargeHolcim share for each 20 existing shares after completion.

The deal is now expected to close in July and not June as previously expected.

($1 = 0.9373 euros)

(Reporting by Maria Sheahan, Leigh Thomas and Katharina Bart; Editing by Ingrid Melander and David Holmes)