PUBLIC VERSION 

Docket No. C-4519 

UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

In the Matter of 

HOLCIM LTD., 

a public limited company; 

and 

LAFARGE S.A., 

a corporation. 

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Docket No. C-4519 

File No. 141 0129 

APPLICATION FOR APPROVAL OF PROPOSED DIVESTITURE 

Andrew M. Lacy 

SIMPSON THACHER & BARTLETT LLP 

1155 F. Street, N.W. 

Washington, D.C., 20004 

202-636-5505 

alacy@stblaw.com 
TABLE OF CONTENTS 

PUBLIC VERSION 

Docket No. C-4519 

Page 

I. Introduction ............................................................................................................................. I 

2. The Assets to Be Divested ....................................................................................................... I 

3. Divestiture to CRH is Consistent with the Requirements of the Decision and Order ............. 2 

4. CRI-1 Is a Qualified and Viable Purchaser, Capable of Effectively Operating ........................ 5 

5. Request for Confidential Treatment ........................................................................................ 6 

6. Conclusion ............................................................................................................................... 8 
I. Introduction 

PUBLIC VERSION 

Docket No. C-4519 

Pursuant to Section 2.41 (f) of the Federal Trade Commission's (the "Commission") Rules 

of Practice and Procedure 1 and Paragraph II of the Decision and Order (the "Order") in Holcim 

Ltd. and Laforge S.A., Holcim Ltd. ("Holcim" or "Respondent") requests the Commission 

approve the divestiture of the "Canada/Great Lakes Assets" and the "Trident Assets" (as defined 

below) to an affiliate of CRH International ("CRH"). The divestiture will "ensure the 

continuation of the [Canada/Great Lakes Assets and the Trident Assets] as ongoing, viable 

facilities engaged in the Cement" supply business. CRH is a qualified and viable purchaser of 

the Canada/Great Lakes Assets and the Trident Assets; it employs approx. 76,000 people in 33 

countries and is a highly regarded owner and operator of cement producing assets in Ireland, 

Estonia, Finland, Poland, Spain, Switzerland, Ukraine, India, China, and the United States 

(through a joint venture in Florida). Divestiture of the Canada/Great Lakes Assets and the 

Trident Assets to CRI-1, if approved, will fulfill the purpose of the Order. 

2. The Assets to Be Divested 

On April 7, 2014, Holcim agreed to acquire Lafarge, S.A. ("Lafarge") through merger. 2 

On May 4, 2015, the Commission issued a proposed Decision and Order ("Order") requiring 

Holcim to divest the Canada/Great Lakes Assets and the Trident Assets "absolutely and in good 

faith ... to one or more Acquirers that receives the prior approval of the Commission, and in a 

manner that receives the prior approval of the Commission.''3 The public comment period for 

the Order closes on June 4, 2015. 

2 

16 C.F.R. § 2.41(1) 

. A merger of equals to create LafargeHo/cim, the most advanced group in the building materials indust1y. 

(April 7, 2014), available at http://www.holcim.com/media-relations/latest-releases.html. 

Decision and Order, ~II.A.5, Holcim Ltd. and Lafarge S.A., Docket No. C-4519, May 4, 2015. 
PUBLIC VERSION 

Docket No. C-4519 

The Canada/Great Lakes Assets4 include the businesses and facilities, or portions thereof 

(but excluding in each case the Excluded Assets)5 of the Plant Assets relating to Holcim's 

Mississauga Cement plant and the Terminal Assets relating to Holcim's Buffalo, Cleveland, 

Detroit, Duluth and Dundee terminals. 6 The Trident Assets7 include the businesses and facilities, 

or portions thereof(but excluding in each case the Excluded Assets)8 of the Plant Assets relating 

to Holcim's Trident Cement plant and the Terminal Assets relating to Holcim's Edmonton and 

Lethbridge terminals.9 

3. Divestiture to CRH is Consistent with the Requirements of the Decision and 

Order 

The Canada/Great Lakes Assets and the Trident Assets will be divested to CRH pursuant 

to an executed Share Purchase Agreement ("SPA-I") dated January 3 I, 2015, and which became 

binding on May 26, 2015, by and among Holcim Ltd., La farge S.A. ("Lafarge"), CRH 

International, CRI-1 FUnfte Vermogensverwaltungs GmbH and CRH pic, which shall be amended 

and restated ("SPA-2"), and an Asset Purchase Agreement ("APA"), 10 by and among Holcim 

Ltd., CRH International, I-Iolcim (US) Inc. and Oldcastle Materials Cement Holdings, Inc. 11 

SPA-2 will govern the entire transaction among Holcim, Lafarge and CRH, which encompasses 

the sale by Holcim and Lafarge to CRH of businesses and assets in Brazil, Canada, France, 

Germany, Hungary, La Reunion, Romania, Serbia, Slovakia, the United Kingdom, and the 

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Defined at 11l.L, Decision and Order. 

The assets are more thoroughly described in 11111.0 and I.L, Decision and Order. 

Defined at 11111.0 and I.L, Decision and Order. 

Defined at ~I.QQ, Decision and Order. 

The assets are more thoroughly described in 11~1.0 and I.QQ, Decision and Order. 

Defined at 11111.0 and I.QQ, Decision and Order. 

SPA-I, SPA-2 and the APA are attached as Exhibit One. Confidential treatment is requested for SPA-I, 

SPA-2 and the APA. 

CRH Fiinfle VermOgensverwaltungs GmbH, CRH pic and Oldcast\e Materials Cement Holdings, Inc. are 

controlled by CRH. Holcim (US) Inc. is controlled by Holcim. Lafarge S.A. is a party to the SPA-I and 

SPA-2 because ce1iain Lafargc assets outside the United States and Canada are being divested to CRH. 

2 
PUBLIC VERSION 

Docket No. C-4519 

United States, including the Canada/Great Lakes Assets and the Trident Assets. The APA 

specifically defines the Plant Assets relating to 1-Iolcim's Trident Cement plant and the Terminal 

Assets relating to Holcim's Buffalo, Cleveland, Detroit, Duluth and Dundee terminals. 12 

Holcim, Lafarge and CRH have executed SPA-I which is binding on the parties, and the key 

commercial terms of the transaction are agreed and settled among the parties. SPA-I is binding 

on the parties and requires Holcim to transfer the Canada/Great Lakes Assets and the Trident 

Assets to CRH. SPA-2 reflects further negotiation of the commercial and transactional terms of 

the transaction among the parties. SPA-2 is near final and will be provided in final form for 

Commission review in advance of any approval of this application. 13 The transactional terms of 

SPA-2 related to the Canada/Great Lakes Assets and the Trident Assets are settled and will not 

change (except as may be required by the Commission). Holcim and CRH have agreed on the 

APA and the terms of the APA are settled and will not change (except as may be required by the 

Commission). In any event, the Canada/Great Lakes Assets and the Trident Assets that are 

subject to the Consent Order will be conveyed at closing pursuant to SPA-I regardless of 

whether the APA and SPA-2 are executed. 

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APA, Section 1.1. 

agreements contained in this paragraph. 

Contidential Treatment is requested for information on these 

3 
PUBLIC VERSION 

Docket No. C-4519 

Holcim owns and operates 14 the Canada/Great Lakes Assets and the Trident Assets and 

their related businesses, including the Cement plant that produces, stores, distributes and sells 

Cement and related products, located in Mississauga, Ontario, and the Terminals that store, 

distribute and sell Cement and related products, located in Buffalo, New York, Cleveland, Ohio, 

Detroit, Michigan, Duluth, Minnesota, and Dundee, Michigan (together the "Canada/Great Lakes 

Assets"); and the Cement plant that produces, stores, distributes and sells Cement and related 

products located in Three Forks, Montana (Trident), and the Terminals that store, distribute and 

sell Cement and related products, located in Edmonton, Alberta, and Coalhurst, Alberta 

(Lethbridge) (together the "Trident Assets"). With the exception of certain excluded assets 

described at Sections 3.2 and 3.8 and Schedule 3.2 of the APA, all tangible and intangible assets 

of the Canada/Great Lakes Assets and the Trident Assets will be acquired by CRH, as required 

by the Decision and Order. 

Holcim will divest the Canada/Great Lakes Assets and the Trident Assets as "ongoing, 

viable facilities." Holcim is subject to customary and usual covenants related to operating the 

Canada/Great Lakes Assets and the Trident Assets prior to consummation of their divestiture to 

Holcim will be obligated to (i) use reasonable endeavors to obtain all necessary 

competition approvals as soon as reasonably practicable including approval by the Commission, 

(ii) use reasonable efforts to overcome any obstacle to the granting of all necessary competition 

approvals and carry out any appropriate measure in order to procure that the necessary 

14 

IS 

Holcim owns and operates the Canada/Great Lakes Assets and the Trident Assets (and related businesses) 

subject to the restrictions of the Order to Hold Separate and Maintain Assets. 

SPA-2 at Section 6.1 and APA at Section 6.9, consistent with IJII.F, Decision and Order. 

4 
PUBLIC VERSION 

Docket No. C-4519 

competition approvals are obtained, 16 and (iii) obtain the consent of the counterparties to certain 

assigned contracts to assign such contracts to CRI-1. 17 Holcim will not have a continuing interest 

in the Canada/Great Lakes Assets or the Trident Assets, nor will 1-lolcim have a financial stake in 

the Canada/Great Lakes Assets or the Trident Assets upon their divestiture to CRI-1. 

Consistent with the requirements of the Decision and Order, 18 at closing Holcim, Lafarge 

and CRI-1 will also enter into a Transition Services Agreement, including with respect to the 

Canada/Great Lakes Assets and the Trident Assets. The term of the Transition Services 

Agreement will be eighteen months. 

The Transition Services Term Sheet has been agreed among the parties; the Schedules to 

the Transaction Services Term Sheet describe the specific transition services to be provided to 

CRH with respect to the Canada/Great Lakes Assets and the Trident Assets and the terms under 

which those services are to be provided. 19 

Holcim believes the scope of services it will be obligated to provide is consistent with the 

services required by CRI-1 during the first eighteen months of its ownership and operation of the 

Canada/Great Lakes Assets and the Trident Assets. 

4. CRH Is a Qualilicd and Viable Purchaser, Capable of Effectively Operating 

CRI-1 is an independent leading global building materials group employing approximately 

76,000 people at over 3,300 locations worldwide. For over four decades, CRI-1 has developed 

and implemented a proven model of business improvement. By building better businesses across 

its international operations, CRH have grown to be a leader in the global building materials 

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SPA-2 at Section 5.4. 

APA at Section 3.6 and Schedule 8.2(b), consistent with III I.E, Decision and Order. 

~II.D, Decision and Order. 

The Transition Services Term Sheet and Schedules are attached as Exhibit Two. Con11dential treatment is 

requested for the Transition Services Term Sheet and Schedules. 

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PUBLIC VERSION 

Docket No. C-4519 

industry, including in North America. CRH provides building materials across the spectrum of 

the construction industry - fi·om building foundations to frame and roofing, to fitting out the 

interior space and improving the exterior environment, on site works and infrastructural projects. 

Currently CRH successfully operates a cement production facility in North America (through a 

joint venture in Sumterville, Florida). CRI-1 is also a North American supplier of aggregates, 

asphalt, ready mix concrete, and building materials and operates approximately I 0 cement plants 

outside North America. 

CRH has the financial resources necessary to operate effectively the Canada/Great Lakes 

Assets and the Trident Assets. CRI-I's 2014 net revenue exceeded $20.7 billion; its net revenue 

for 2013 was approximately $19.7 billion. 

A list of CRH's senior officers and members of its board of directors and their 

background information is provided at Exhibit Three. 

CRH is well positioned and financially capable of operating the Canada/Great Lakes 

Assets and the Trident Assets. Through its acquisition of the Canada/Great Lakes Assets and the 

Trident Assets from Holcim, CRI-1 will be in a position to compete and supply customers in the 

catchment areas of these assets. CR!-1 is currently not manufacturing and selling cement in North 

America outside of Florida, and would be a new competitor in those regions. 

For additional information about CRI-1, please contact R. Kirk Randolph, Executive Vice 

President Strategy & Development.20 

5. Request for Confidential Treatment 

This application (including the exhibits) contains confidential and competitively sensitive 

information relating to the divestiture of the Canada/Great Lakes Assets and the Trident Assets. 

20 Mr. Randolph's telephone number will be provided under separate cover to the Compliance Division. 

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PUBLIC VERSION 

Docket No. C-4519 

Pursuant to Section 4.2(d)(4) of the Commission's Rules of Practice and Procedure, 16 C.F.R. § 

4.2(d)(4), Holcim is submitting two versions of this Application. The confidential version 

contains nonpublic or commercially or competitively sensitive information. The public version 

redacts confidential information. Pursuant to Sections 6(f) and 21 (c) of the Federal Trade 

Commission Act, 15 U.S.C. §§ 46(f) and 57b-2(c), and Sections 2.41(f)(4), 4.9(c) and 4.10(a)(2) 

of the Commission's Rules of Practice and Procedure, 16 C.F.R. §§ 2.41(f)(4), 4.9(c) and 

4.1 O(a)(2), Holcim 1·equests that all non public or commercially or competitively sensitive 

information contained in the Application be treated by the Commission as strictly confidential 

and not be made available to the public. The disclosure of such information may prejudice 

Holcim and CRH. If the Commission cannot treat this application as confidential, Holcim 

requests that the Commission inform 1-Iolcim immediately, to provide Holcim an opportunity to 

seek appropriate relief. 

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6. Conclusion 

PUBLIC VERSION 

Docket No. C-4519 

Because the proposed divestiture is pro-competitive, in the public interest and addresses 

the competitive concerns raised in the Order, and for the additional reasons set forth above, 

Holcim requests that the Commission approve the proposed divestiture. 

Holcim desires to complete the proposed divestiture of the Canada/Great Lakes Assets 

and the Trident Assets as soon as possible. Prompt consummation will further the purposes of 

the Order, and is in the interests of the Commission, the public, CRH and Holcim. Accordingly, 

Holcim requests that the Commission promptly commence the public comment period pursuant 

to Section 2.41(1) of the Commission's Rules, 16 C.F.R. § 2.41(1) (2014), limit the comment 

period to the customary 30 days, and approve this application for divestiture as soon as 

practicable after the close of the public comment period. 

Dated: June 3, 2015 

Respectfully submitted, 

SIMPSON THACHER & BARTLETT LLP 

Andrew 

By: ~M.la.~/~ M. Lacy U 

1 !55 F. Street, N.W. 

Washington, D.C., 20004 

202-636-5505 

alacy@stb1aw.com 

Counsel for Respondent 

Holcim Ltd. 

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