PR97874

AHMEDABAD, India, Sept. 16, 2022 /PRNewswire=KYODO JBN/ --

   Completes acquisition of Ambuja Cements and ACC

    - Largest acquisition in India's Infrastructure and Materials space valued

at USD 6.50 billion

    - 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)

    - The combined market capitalization of Ambuja Cements and ACC is USD 19

billion as on date

    - With this acquisition, Adani is now India's second largest cement

manufacturer (capacity 67.5 MTPA)

    - Enhanced corporate governance with 100% independent directors on Audit

Committee and Nomination & Remuneration Committee

    - Two new Board committees – Corporate Responsibility Committee and Public

Consumer Committee – comprising solely of independent directors, will drive ESG

assurance and consumer-first approach

    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.

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    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 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 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 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 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.

    Further information at www.adani.com.

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    Source: Adani Group