UNITED STATES OF AMERICA

BEFORE FEDERAL TRADE COMMISSION

 

 )

In the Matter of )

 )

 )

HOLCIM LTD., )

a public limited company, )

 ) File No. 141 0129

and )

 )

LAFARGE S.A., )

a corporation. )

 )

 ) 

AGREEMENT CONTAINING CONSENT ORDERS

The Federal Trade Commission (“Commission”), having initiated investigation of the 

proposed acquisition by Respondent Holcim Ltd. (“Holcim”) of Respondent Lafarge S.A. 

(“Lafarge”), hereinafter referred to as “Proposed Respondents,” and it now appearing that 

Proposed Respondents are willing to enter into this Agreement Containing Consent Orders 

(“Consent Agreement”) to divest certain assets and providing for other relief:

IT IS HEREBY AGREED by and between Proposed Respondents, by their duly 

authorized officers and attorneys, and counsel for the Commission that:

1. Proposed Respondent Holcim Ltd. is a public limited company registered in Switzerland, 

with its office and principal place of business located at Zürcherstrasse 156, Jona, 8645 

Canton of St. Gallen, Switzerland. Holcim’s principal U.S. subsidiary, Holcim (US) Inc., 

is a corporation organized, existing, and doing business under and by virtue of the laws of 

the State of Delaware, with its U.S. headquarters and principal place of business located 

at 24 Crosby Drive, Bedford, MA 01730. 

2. Proposed Respondent Lafarge S. A. is a société anonyme organized, existing, and doing 

business under and by virtue of the laws of France, with its office and principal place of 

business located at 61 rue des Belles Feuilles, Paris, France. Lafarge’s principal U.S. 

subsidiary, Lafarge North America Inc. is a corporation organized, existing, and doing 

business under and by virtue of the laws of the State of Maryland, with its U.S. 

headquarters and principal place of business located at 8700 W. Bryn Mawr Avenue, 

Suite 300 S, Chicago, IL 60631. 
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3. Proposed Respondents admit all the jurisdictional facts set forth in the draft of Complaint 

here attached. 

4. Proposed Respondents waive:

a. Any further procedural steps;

b. The requirement that the Commission’s Decision and Order and Order to Hold 

Separate and Maintain Assets, both attached hereto and made a part hereof, 

contain statements of findings of fact and conclusions of law;

c. All rights to seek judicial review or otherwise to challenge or contest the validity 

of the Decision and Order and Order to Hold Separate and Maintain Assets 

entered pursuant to this Consent Agreement; and

d. Any claim under the Equal Access to Justice Act. 

5. Because there may be interim competitive harm, the Commission may issue its 

Complaint and Order to Hold Separate and Maintain Assets in this matter at any time 

after it accepts this Consent Agreement for public comment.

6. Not later than thirty (30) days after this Consent Agreement is signed by the Proposed 

Respondents, the Proposed Respondents shall each submit an initial compliance report, 

pursuant to Section 2.33 of the Commission Rules, 16 C.F.R. § 2.33. Each compliance 

report shall set forth in detail the manner in which the Proposed Respondents have

complied, are complying, and will comply with the Consent Agreement, the Order to 

Hold Separate and Maintain Assets, and the Decision and Order. The proposed 

Respondents shall provide sufficient information and documentation to enable the 

Commission to determine independently that the Proposed Respondents are in 

compliance with the Consent Agreement and each of the Orders.

7. Each compliance report shall be either verified by a notarized signature or sworn 

statement or self-verified in a manner set forth in 28 U.S.C. § 1746. Section 2.41(a) of 

the Commission’s Rules of Practice requires that an original and two copies of all 

compliance reports be filed with the Commission. The Proposed Respondents shall file 

an original report and one copy with the Secretary of the Commission, and shall send at 

least one copy directly to the Bureau of Competition’s Compliance Division. The copy 

provided to the Compliance Division may be provided in electronic format.

8. This Consent Agreement, and any compliance reports filed pursuant to this Consent 

Agreement, shall not become part of the public record of the proceeding unless and until 

the Consent Agreement is accepted by the Commission. This Consent Agreement, if it is 

accepted by the Commission, will be placed on the public record for a period of thirty 

(30) days and information in respect thereto publicly released. The Commission 

thereafter may either withdraw its acceptance of this Consent Agreement and so notify 

each Proposed Respondent, in which event the Commission will take such action as it 

may consider appropriate, or issue and amend its Complaint (in such form as the 
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circumstances may require) and issue its Decision and Order, in disposition of the 

proceeding.

9. This Consent Agreement is for settlement purposes only and does not constitute an 

admission by Proposed Respondents that the law has been violated as alleged in the draft 

of Complaint here attached, or that the facts as alleged in the draft Complaint, other than 

jurisdictional facts, are true.

10. This Consent Agreement contemplates that, if it is accepted by the Commission, the 

Commission may (a) issue and serve its Complaint corresponding in form and substance 

with the draft Complaint here attached; (b) issue and serve its Order to Hold Separate and 

Maintain Assets; and (c) make information public with respect thereto. If such 

acceptance is not subsequently withdrawn by the Commission pursuant to the provisions 

of Commission Rule 2.34, 16 C.F.R. § 2.34, the Commission may, without further notice 

to Proposed Respondents, issue the attached Decision and Order containing an order to 

divest and providing for other relief in the disposition of the proceeding.

11. When final, the Decision and Order and Order to Hold Separate and Maintain Assets 

shall have the same force and effect and may be altered, modified, or set aside in the 

same manner and within the same time as provided by statute for other orders. The 

Decision and Order and Order to Hold Separate and Maintain Assets shall become final 

upon service. Delivery of the Complaint, the Decision and Order, and the Order to Hold 

Separate and Maintain Assets to a Proposed Respondent by any means provided in 

Commission Rule 4.4(a), 16 C.F.R. § 4.4(a), including, without limitation, delivery to an 

office within the United States of the counsel for a Proposed Respondent identified on 

this Consent Agreement, shall constitute service. Proposed Respondents waive any rights 

they may have to any other manner of service. Proposed Respondents also waive any 

right they may otherwise have to service of any Appendices attached or incorporated by 

reference into the Decision and Order or Order to Hold Separate and Maintain Assets, if 

Proposed Respondents are already in possession of copies of such Appendices, and agree 

that each is bound to comply with and will comply with the Decision and Order and the 

Order to Hold Separate and Maintain Assets to the same extent as if it had been served 

with copies of such Appendices.

12. The Complaint may be used in construing the terms of the Decision and Order and the 

Order to Hold Separate and Maintain Assets, and no agreement, understanding, 

representation, or interpretation not contained in the Decision and Order, the Order to 

Hold Separate and Maintain Assets, or the Consent Agreement may be used to vary or 

contradict the terms of the Decision and Order or the Order to Hold Separate and 

Maintain Assets.

13. By signing this Consent Agreement, Proposed Respondents represent and warrant that 

they can fulfill all the terms of the Order to Hold Separate and Maintain Assets and 

accomplish the full relief contemplated by the attached Decision and Order (including 

effectuating the required divestiture, as well as any necessary assignments or transfers) 

and that all parents, subsidiaries, affiliates, and successors necessary to effectuate the full 
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relief contemplated by this Consent Agreement are parties to this Consent Agreement or 

within the control of parties to this Consent Agreement.

14. Proposed Respondents agree that they shall interpret the Divestiture Agreements, as that 

term is used in the Decision and Order, in a manner that is fully consistent with all of the 

relevant provisions and remedial purposes of the Decision and Order.

15. Proposed Respondents have read the draft of the Complaint, the Decision and Order, and 

the Order to Hold Separate and Maintain Assets. Proposed Respondents understand that 

once the Decision and Order and Order to Hold Separate and Maintain Assets have been 

issued, the Proposed Respondents will be required to file one or more compliance reports 

showing that the Proposed Respondents have fully complied with the Decision and Order 

and the Order to Hold Separate and Maintain Assets.

16. Proposed Respondents agree to comply with the terms of the proposed Decision and 

Order and Order to Hold Separate and Maintain Assets from the date such Respondent 

signs this Consent Agreement. Proposed Respondents further understand that each may 

be liable for civil penalties in the amount provided by law for each violation of the 

Decision and Order and of the Order to Hold Separate and Maintain Assets after such 

Orders become final.
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HOLCIM LTD.

____________________________________

Bernard Fontana

Chief Executive Officer

Holcim Ltd.

Dated: _____________

___________________________________

Xavier Dedullen

Chief Legal and Compliance Officer

Holcim Ltd.

Dated: ____________

____________________________________

Andrew M. Lacy

Simpson Thacher & Bartlett LLP

Attorneys for Holcim Ltd.

Dated: _____________

LAFARGE S.A. 

___________________________________

Bruno Lafont

Chairman and Chief Executive Officer

Lafarge S.A.

Dated: _____________

___________________________________

Mark W. Nelson 

Cleary Gottlieb Steen & Hamilton LLP

Attorney for Lafarge S.A. 

Dated: _____________

FEDERAL TRADE COMMISSION

_______________________

James Southworth

Jennifer Milici 

Attorneys

Bureau of Competition

Approved:

______________________________

Michael R. Moiseyev

Assistant Director, Mergers I Division

Bureau of Competition

_____________________________

Daniel Zach

Deputy Assistant Director, Mergers I Division

Bureau of Competition

_____________________________

Deborah L. Feinstein

Director

Bureau of Competition