1410129

UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS: Edith Ramirez, Chairwoman

Julie Brill

Maureen K. Ohlhausen

Joshua D. Wright

Terrell McSweeny

 

 )

In the Matter of )

 )

 )

HOLCIM LTD., )

a public limited company; )

 ) Docket No. Cand )

 )

LAFARGE S.A., )

a corporation. )

 )

 ) 

DECISION AND ORDER

[Public Record Version]

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

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

(“Lafarge”) (collectively, “Respondents”), and Respondents having been furnished thereafter 

with a copy of a draft of Complaint that the Bureau of Competition proposed to present to the 

Commission for its consideration and which, if issued by the Commission, would charge 

Respondents with violations of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and 

Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45; and

Respondents, their attorneys, and counsel for the Commission having thereafter executed 

an Agreement Containing Consent Order (“Consent Agreement”), containing an admission by 

Respondents of all the jurisdictional facts set forth in the aforesaid draft of Complaint, a 

statement that the signing of said Consent Agreement is for settlement purposes only and does 

not constitute an admission by Respondents that the law has been violated as alleged in such 

Complaint, or that the facts alleged in such Complaint, other than jurisdictional facts, are true, 

and waivers and other provisions as required by the Commission’s Rules; and 
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The Commission having thereafter considered the matter and having determined that it 

has reason to believe that Respondents have violated the said Acts, and that a Complaint should 

issue stating its charges in that respect, and having thereupon issued its Complaint and Order to

Hold Separate and Maintain Assets (“Hold Separate Order”), and having accepted the executed 

Consent Agreement and placed such Consent Agreement on the public record for a period of 

thirty (30) days for the receipt and consideration of public comments, now in further conformity 

with the procedure described in Commission Rule 2.34, 16 C.F.R. § 2.34, the Commission 

hereby makes the following jurisdictional findings and issues the following Decision and Order 

(“Order”):

1. Respondent Holcim 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. Respondent Lafarge 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. 

3. The Federal Trade Commission has jurisdiction over the subject matter of this proceeding 

and of Respondents, and this proceeding is in the public interest.

ORDER

I.

IT IS HEREBY ORDERED that, as used in this Order, the following definitions shall 

apply:

A. “Holcim” means Holcim Ltd., its directors, officers, employees, agents, representatives, 

successors, and assigns; its joint ventures, subsidiaries, divisions, groups, and affiliates 

controlled by Holcim Ltd., including Holcim (US) Inc. and Holcim (Canada) Inc., and the 

respective directors, officers, employees, agents, representatives, successors, and assigns 

of each.

B. “Lafarge” means Lafarge S.A., its directors, officers, employees, agents, representatives, 

successors, and assigns; its joint ventures, subsidiaries, divisions, groups, and affiliates 

controlled by Lafarge S.A., including Lafarge North America, and the respective 

directors, officers, employees, agents, representatives, successors, and assigns of each.
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C. “Respondent” or “Respondents” means Lafarge and Holcim, individually and 

collectively.

D. “Acquirer” means a person or entity approved by the Commission to acquire any of the 

Assets To Be Divested pursuant to this Order.

E. “Acquisition” means the proposed merger of Holcim and Lafarge, as described and 

contemplated by the Business Combination Agreement dated July 7, 2014 between 

Holcim and Lafarge, as amended on March 20, 2015. 

F. “Acquisition Date” means the date the Acquisition is consummated. 

G. “Assets To Be Divested” means the businesses and facilities, or portions thereof, listed 

below, but excluding in each case the Excluded Assets: 

1. The Camden Slag Plant; 

2. The Canada/Great Lakes Assets;

3. The Elmira Terminal;

4. The Everett Terminal;

5. The Grandville Terminal;

6. The Mississippi River Assets;

7. The Rock Island Terminal;

8. The Skyway Slag Plant; and 

9. The Trident Assets;

Provided, however, that the Assets To Be Divested need not include those assets 

consisting of or pertaining to any of the Respondents’ trademarks, trade dress, service 

marks, or trade names, except with respect to any purchased inventory or as may be 

provided in any Remedial Agreement(s). 

Provided, further, that in cases in which books and records included in the Assets To Be 

Divested contain information (a) that relates both to the Assets To Be Divested and to 

other retained businesses of Respondents or (b) such that Respondents have a legal 

obligation to retain the original copies, then Respondents shall be required to divest only 

copies or relevant excerpts of the materials containing such information. In instances 

where such copies are divested to an Acquirer, the Respondents shall provide to such 

Acquirer access to original materials under circumstances where copies of materials are 

insufficient for regulatory or evidentiary purposes.

H. “Bettendorf Terminal” means the Terminal Assets relating to Summit’s Bettendorf 

Terminal located at 2871 Depot Street, Bettendorf, Iowa, that stores, distributes and sells 

Cement and related products.

I. “Buzzi” means River Cement Sales Company d/b/a Buzzi Unicem USA, a corporation 

organized, existing, and doing business under and by virtue of the laws of the State of 
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Delaware, with its offices and principal place of business located at 100 Brodhead Road, 

Bethlehem, PA 18017-8989.

J. “Buzzi Divestiture Agreement” means the two Divestiture Agreements dated as of April 

15, 2015 by and between Respondent Holcim and Buzzi, attached as non-public 

Appendix I, for the divestiture of the Elmira Terminal, the Grandville Terminal, and the 

Rock Island Terminal.

K. “Camden Slag Plant” means the Plant Assets relating to Holcim’s Slag plant located at 

2500 Broadway, Camden, New Jersey, that produces, stores, distributes and sells Slag 

and related products.

L. “Canada/Great Lakes Assets” means: 

1. The Plant Assets relating to Holcim’s Mississauga Cement plant located at 2391 

Lakeshore Road, Mississauga, Ontario, Canada, that produces, stores, distributes 

and sells Cement and related products;

2. The Terminal Assets relating to Holcim’s Buffalo terminal located at 1751 

Fuhrmann Boulevard, Buffalo, New York, that stores, distributes and sells 

Cement and related products;

3. The Terminal Assets relating to Holcim’s Cleveland terminal located at 6925 

Granger, Independence, Ohio that stores, distributes and sells Cement and related 

products;

4. The Terminal Assets relating to Holcim’s Detroit terminal located at 101 N. 

Forman, Detroit, Michigan that stores, distributes and sells Cement and related 

products;

5. The Terminal Assets relating to Holcim’s Duluth terminal located at 1100 Port 

Terminal Drive, Duluth, Minnesota that stores, distributes and sells Cement and 

related products; and

6. The Terminal Assets relating to Holcim’s Dundee terminal located at 15125 Day 

Road, Dundee, Michigan that stores, distributes and sells Cement and related

products;

M. “Canada Competition Bureau” or “CCB” means the Competition Bureau of Canada, the 

Commissioner of Competition under Canada’s Competition Act, the Competition 

Tribunal established by Canada’s Competition Tribunal Act, or any other Canadian 

governmental, judicial or regulatory entity with responsibility for granting clearances or 

approvals relating to competition or antitrust matters. 

N. “Cement” means the product that is the result of the combination of calcium (normally 

from limestone), silicon, aluminum, iron and other raw materials, and that is produced by 

quarrying, crushing and grinding the raw materials, burning them in kilns at high 

temperatures, and then finely grinding the resulting pellets (“clinker”) with gypsum into 

an extremely fine powder. The term “Cement” includes, but is not limited to, Portland 

cement, masonry and mortar cement, and the clinker that is ground to produce Cement.
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O. “Commission” means the Federal Trade Commission.

P. “Direct Costs” means cost not to exceed the cost of labor, material, travel, and other 

expenditures to the extent the costs are directly incurred to provide services under this 

Order or the Hold Separate Order. “Direct Cost” to an Acquirer for its use of any of 

Respondents’ employees’ labor shall not exceed the then-current average wage rate for 

such employee, including benefits.

Q. “Divestiture Agreement” means any agreement between Respondents and an Acquirer (or 

a Divestiture Trustee appointed pursuant to Paragraph V. of this Order and an Acquirer) 

and all amendments, exhibits, attachments, agreements, and schedules thereto, related to 

any of the Assets To Be Divested that has been approved by the Commission to 

accomplish the requirements of this Order. The term “Divestiture Agreement” includes, 

as appropriate, the Buzzi Divestiture Agreement, the Eagle Divestiture Agreement, the 

Essroc Divestiture Agreement, and the Summit Divestiture Agreement.

R. “Divestiture Date” means the date any of the respective divestitures required by this 

Order are consummated. 

S. “Divestiture Trustee” means any person or entity appointed by the Commission pursuant 

to Paragraph V. of this Order to act as a trustee in this matter.

T. “Eagle” means Eagle Materials Inc., a corporation organized, existing, and doing 

business under and by virtue of the laws of the state of Delaware, with its offices and 

principal place of business located at 3811 Turtle Creek, Suite 1100, Dallas, Texas 

75219-4487.

U. “Eagle Divestiture Agreement” means the Divestiture Agreement dated as of March 3, 

2015 by and between Respondent Holcim and Eagle, attached as non-public Appendix II, 

for the divestiture of the Skyway Slag Plant.

V. “Elmira Terminal” means the Terminal Assets relating to Holcim’s Elmira terminal 

located at 8649 Parmater Road and 8715 Parmater Road, Elmira, Michigan that stores, 

distributes and sells Cement and related products.

W. “Essroc” means Essroc Cement Corp., a corporation organized, existing, and doing 

business under and by virtue of the laws of the state of Pennsylvania, with its offices and 

principal place of business located at 3251 Bath Pike, Nazareth, Pennsylvania 18064.

X. “Essroc Divestiture Agreement” means the two Divestiture Agreements dated as of April 

14, 2015 by and between Respondent Holcim and Essroc, attached as non-public 

Appendix III, for the divestiture of the Camden Slag Plant and the Everett Terminal.

Y. “Everett Terminal” means the Terminal Assets relating to Holcim’s Everett terminal 

located at 202 Rover Street, Everett, Massachusetts that stores, distributes and sells 

Cement and related products.

Z. “Excluded Assets” means the “Excluded Assets” as defined in each Divestiture 

Agreement approved by the Commission.
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AA. “Grandville Terminal Assets” means the Terminal Assets relating to Holcim’s Grandville 

terminal located at 3443 Viaduct Street SW, Grandville, Michigan that stores, distributes 

and sells Cement and related products.

BB. “Hold Separate Monitor” means the Person approved by the Commission to serve as a 

Hold Separate Monitor pursuant to the Hold Separate Order issued by the Commission.

CC. “Hold Separate Order” means the Order to Hold Separate and Maintain Assets issued by 

the Commission in this matter.

DD. “Know-How” means know-how, trade secrets, techniques, data, inventions, practices, 

methods, and other confidential or proprietary technical, business, research, development 

and other similar information.

EE. “Material Confidential Information” means any material non-public information relating 

to the Assets To Be Divested either prior to or after the applicable Divestiture Date, 

including, but not limited to, business and strategic plans, customer or supplier lists, 

customer or supplier contract terms, information about sales to customers or purchases 

from suppliers, manufacturing volumes or costs, price lists, marketing methods, or 

Know-How, and:

1. Obtained by Respondents prior to the Divestiture Date; or,

2. Obtained by Respondents after the Divestiture Date, in the course of performing 

Respondents’ obligations under any Remedial Agreement(s) or the Hold Separate 

Order; 

Provided, however, that Material Confidential Information shall not include:

1. Information that is in the public domain when received by Respondents;

2. Information that is not in the public domain when received by Respondents and 

thereafter becomes public through no act or failure to act by Respondents;

3. Information that Respondents develop or obtain independently, without violating 

any applicable law or this Order, and without breaching any confidentiality 

obligation with respect to the information; and,

4. Information that becomes known to Respondents from a third party not in breach 

of applicable law or a confidentiality obligation with respect to the information.

FF. “Mississippi River Assets” means:

1. The Plant Assets relating to Lafarge’s Davenport Cement plant located at 301 

East Front Street, Buffalo, Iowa that produces, stores, distributes and sells Cement 

and related products;

2. The Terminal Assets relating to Lafarge’s Red Rock terminal located at 1363 Red 

Rock Road, St. Paul, Minnesota that stores, distributes and sells Cement and 

related products;
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3. The Terminal Assets relating to Lafarge’s Minneapolis terminal located at 33 26th 

Ave North Minneapolis, Minnesota that stores, distributes and sells Cement and 

related products; 

4. The Terminal Assets relating to Lafarge’s Des Moines terminal located at 275 

South 11th Street, West Des Moines, Iowa that stores, distributes and sells 

Cement and related products;

5. The Terminal Assets relating to Lafarge’s La Crosse terminal located at 816 Bain 

Bridge St., La Crosse, Wisconsin that stores, distributes and sells Cement and 

related products;

6. The Terminal Assets relating to Lafarge’s Memphis terminal located at 48 Henry 

Avenue, Memphis, Tennessee that stores, distributes and sells Cement and related 

products;

7. The Terminal Assets relating to Lafarge’s Union terminal located at 10650 Hwy 

44, Convent, Louisiana that stores, distributes and sells Cement and related 

products; and

8. The Terminal Assets relating to Lafarge’s France Road terminal located at 2315 

France Street, New Orleans, Louisiana that stores, distributes and sells Cement 

and related products.

GG. “Monitor” means any person or entity appointed by the Commission pursuant to 

Paragraph IV. of this Order to act as a monitor in this matter.

HH. “Plant Assets” means all of Respondents’ rights, title, and interest in and to all assets, 

tangible and intangible, relating to, used in, or reserved for use in, its Cement and Slag 

plant operations, including but not limited to, all: real property, whether owned or leased, 

and including any quarries, pits, or other natural resource rights (together, in each case, 

with all easements, rights of way, buildings, improvements, and appurtenances); personal 

property; equipment, machinery and tools; furniture and fixtures; vehicles, railcars, 

barges or other transportation vessels; storage facilities; inventory and supplies; raw 

materials; books and records; contracts; customer and vendor lists; licenses, government 

approvals, registrations, permits, and applications (to the extent transferable); telephone 

and fax numbers; and goodwill;

Provided, that, Plant Assets need not include terminals that receive, store, distribute, or 

sell Cement, Slag or related products produced or distributed by the plant, unless 

otherwise required by this Order.

II. “Proposed Acquirer” means any proposed acquirer of any of the Assets To Be Divested 

submitted to the Commission for its approval under this Order; “Proposed Acquirer” 

includes, as appropriate, Buzzi, Eagle, Essroc, and Summit.
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JJ. “Remedial Agreement(s)” means:

1. Any Divestiture Agreement; and

2. Any other agreement between a Respondent and a Commission-approved 

Acquirer (or between a Divestiture Trustee and a Commission-approved 

Acquirer), including but not limited to any Transition Services Agreement and 

any Cement or Slag supply, throughput, storage or transportation agreement, and 

all amendments, exhibits, attachments, agreements, and schedules thereto, related 

to the Assets To Be Divested, that have been approved by the Commission to 

accomplish the requirements of this Order.

KK. “Rock Island Terminal” means the Terminal Assets relating to Holcim’s Rock Island 

terminal located at 625 First Avenue, Rock Island, Illinois, that stores, distributes and 

sells Cement and related products.

LL. “Slag” means ground granulated blast furnace slag (or “GGBFS”), which is a 

cementitious material produced by grinding granulated blast furnace slag to a suitable 

fineness for use as a hydraulic binder in the production of concrete and mortar. 

MM. “Skyway Slag Plant” means the Plant Assets relating to Holcim’s Slag plant located at 

3020 East 103rd Street, Chicago, Illinois that produces, stores, distributes and sells Slag

and related products.

NN. “Summit” means Summit Materials, Inc., a corporation organized, existing, and doing 

business under and by virtue of the laws of the state of Delaware, with its offices and 

principal place of business located at 1550 Wynkoop Street, 3rd Floor, Denver, Colorado. 

“Summit” includes its wholly-owned subsidiary Continental Cement Company, LLC.

OO. “Summit Divestiture Agreement” means the Divestiture Agreement dated as of April 16, 

2015 by and between Respondent Lafarge and Summit, attached as non-public Appendix 

IV, for (a) the divestiture of the Mississippi River Assets to Summit and (b) the purchase 

by Respondents of the Bettendorf Terminal from Summit.

PP. “Terminal Assets” means all of Respondents’ rights, title, and interest in and to all assets, 

tangible and intangible, relating to, used in, and/or reserved for use in, its Cement 

terminal operations, including but not limited to, all: real property, whether owned or 

leased (together, in each case, with all easements, rights of way, buildings, 

improvements, and appurtenances); personal property; equipment, machinery and tools; 

furniture and fixtures; vehicles, railcars, barges or other transportation vessels; storage 

facilities; inventory and supplies; raw materials; books and records; contracts; customer 

and vendor lists; licenses, government approvals, registrations, permits, and applications 

(to the extent transferable); telephone and fax numbers; and goodwill;

Provided, that, Terminal Assets need not include any of the Cement or Slag production 

plants that supply Cement, Slag or related products to the terminal, unless otherwise 

required by this Order.
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QQ. “Trident Assets” means:

1. The Plant Assets relating to Holcim’s Trident Cement plant located at 4070

Trident Road, Three Forks, Montana that produces, stores, distributes and sells 

Cement and related products; 

2. The Terminal Assets relating to Holcim’s Edmonton terminal located at 10122 

17th Street NW, Edmonton, Alberta, Canada, that stores, distributes and sells 

Cement and related products; and

3. The Terminal Assets relating to Holcim’s Lethbridge terminal located at 5114 1st 

Street, Coalhurst, Alberta, Canada, that stores, distributes and sells Cement and 

related products.

RR. “Transition Services Agreement” means an agreement that receives the prior approval of 

the Commission between one or both Respondents and an Acquirer of any of the assets 

divested under this Order to provide, at the option of the Acquirer and at no more than the 

Direct Costs of the Respondents, any services (or training for the Acquirer to provide 

services for itself) reasonably necessary to transfer the divested assets to the Acquirer in a 

manner consistent with the purposes of this Order, and may include, but are not limited 

to, payroll, employee benefits, accounting, IT systems, supply, distribution, warehousing, 

terminal or throughput services, access to Know-How, use of trademarks or trade names, 

or other logistical and administrative support. 

II.

IT IS FURTHER ORDERED that: 

A. Respondents shall divest the Assets To Be Divested, absolutely and in good faith, as 

follows:

1. Within 10 days of the Acquisition Date, the Camden Slag Plant and the Everett 

Terminal shall be divested to Essroc pursuant to and in accordance with the 

Essroc Divestiture Agreement;

2. Within 10 days of the Acquisition Date, the Mississippi River Assets shall be 

divested to Summit pursuant to and in accordance with Summit Divestiture 

Agreement;

3. Within 10 days of the Acquisition Date, the Elmira Terminal, the Grandville 

Terminal, and the Rock Island Terminal shall be divested to Buzzi pursuant to and 

in accordance with the Buzzi Divestiture Agreement; 

4. Within 10 days of the Acquisition Date, the Skyway Slag Plant shall be divested 

to Eagle pursuant to and in accordance with the Eagle Divestiture Agreement; and

5. Within 120 days of the Acquisition Date, the Canada/Great Lakes Assets and the 

Trident Assets shall be divested, at no minimum price, to one or more Acquirers 
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that receives the prior approval of the Commission, and in a manner that receives 

the prior approval of the Commission.

Provided, however, that such Acquirer(s) shall have received all necessary 

approvals from the Canada Competition Bureau to acquire the Canada/Great 

Lakes Assets and the Trident Assets prior to the applicable Divestiture Date(s);

B. Provided, that, if prior to the date this Order becomes final, Respondents have divested 

the Assets To Be Divested pursuant to Paragraph II.A.1.-4. and if, at the time the 

Commission determines to make this Order final, the Commission notifies Respondents 

that:

1. Any Proposed Acquirer identified in Paragraph II.A.1.-4. is not an acceptable 

Acquirer, then Respondents shall, within five days of notification by the 

Commission, rescind such transaction with that Proposed Acquirer, and shall 

divest such assets, absolutely and in good faith, at no minimum price, to an 

Acquirer and in a manner that receives the prior approval of the Commission, 

within 90 days of the date the Commission notifies Respondents that such 

Proposed Acquirer is not an acceptable Acquirer; or

2. The manner in which any divestiture identified in Paragraph II.A.1.-4. was 

accomplished is not acceptable, the Commission may direct the Respondents, or 

appoint a Divestiture Trustee pursuant to Paragraph V. of this Order, to effect 

such modifications to the manner of divesting those assets to such Acquirer 

(including, but not limited to, entering into additional agreements or 

arrangements, or modifying the relevant Divestiture Agreement) as may be 

necessary to satisfy the requirements of this Order.

C. All Remedial Agreement(s) approved by the Commission:

1. Shall be deemed incorporated by reference into this Order, and any failure by 

Respondents to comply with the terms of any such Remedial Agreement(s) shall 

constitute a violation of this Order; and 

2. Shall not limit or contradict, or be construed to limit or contradict, the terms of 

this Order, it being understood that nothing in this Order shall be construed to 

reduce any rights or benefits of any Acquirer or to reduce any obligation of 

Respondents under such agreement. If any term of any Remedial Agreement(s) 

varies from the terms of this Order (“Order Term”), then to the extent that 

Respondents cannot fully comply with both terms, the Order Term shall 

determine Respondents’ obligations under this Order.

D. At the option of each Acquirer, and subject to the prior approval of the Commission, 

Respondents shall enter into a Transition Services Agreement for a term extending up to 

two years following the relevant Divestiture Date, which agreement may be terminated at 

any time by the Acquirer without penalty upon commercially reasonable notice to 

Respondents. 
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E. Prior to each applicable Divestiture Date: 

1. Respondents shall secure, at their sole expense, consents from any third parties

that are necessary to effect the complete transfer of the Assets To Be Divested to 

each Acquirer, and for each Acquirer to operate the Assets To Be Divested in a 

manner consistent with the purposes of this Order; 

Provided, however, that for consents not required to be secured by the Divestiture 

Date pursuant to the applicable Divestiture Agreement, Respondents shall use 

commercially reasonable efforts to secure such consents promptly following the 

Divestiture Date;

Provided, further, that Respondents shall not be required to secure the consent of 

any governmental agency relating to any permit, license, or right that 

Respondents have no legal right to divest or transfer to the Acquirer; and

2. Respondents shall use best efforts to assist each Acquirer to obtain from any 

governmental agency the transfer from Respondents or issuance to the Acquirer 

of any permit, license, or right that Respondents have no legal right to divest or 

transfer to the Acquirer.

F. Pending divestiture of any of the Assets To Be Divested, Respondents shall:

1. Take such actions as are necessary to maintain the full economic viability, 

marketability, and competitiveness of the Assets To Be Divested, to minimize any 

risk of loss of competitive potential for the Assets To Be Divested, and to prevent 

the destruction, removal, wasting, deterioration, or impairment of the Assets To 

Be Divested, except for ordinary wear and tear; and

2. Not sell, transfer, encumber, or otherwise impair the Assets To Be Divested (other 

than in the manner prescribed in this Decision and Order) nor take any action that 

lessens the full economic viability, marketability, or competitiveness of the Assets 

To Be Divested.

G. With respect to each Divestiture Agreement:

1. Respondents shall provide reasonable opportunity in advance of the Divestiture 

Date for the Proposed Acquirer to:

a. Meet personally, and outside of the presence or hearing of any employee 

or agent of Respondents, with any or all of the employees of the Assets To 

Be Divested pursuant to the applicable Divestiture Agreement; and

b. Make offers of employment to any or all of the employees of the Assets 

To Be Divested pursuant to the applicable Divestiture Agreement; 

2. Respondents shall: (i) not directly or indirectly interfere with the hiring by the 

Acquirer of employees of the Assets To Be Divested; (ii) not directly or indirectly 

attempt to persuade any one or more of the employees of any Assets To Be 

Divested to decline any offer of employment from any Acquirer, or offer any 

incentive to any employee to decline employment with any Acquirer; (iii) remove 

any impediments within the control of Respondents that may deter those 
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employees from accepting employment with such Acquirer (including, but not 

limited to, any non-compete or confidentiality provisions of employment or other 

contracts with Respondents that would affect the ability or incentive of those 

individuals to be employed by such Acquirer); (iv) not make any counteroffer to 

any employee who has an outstanding offer of employment, or who has accepted 

an offer of employment, from an Acquirer; and (v) continue to extend to any 

employee of the Assets To Be Divested, prior to the applicable Divestiture Date, 

all employee benefits offered in the ordinary course of business, including 

regularly scheduled or merit raises and bonuses, and regularly scheduled vesting 

of all pension benefits;

3. Respondents shall not, directly or indirectly, for a period of two (2) years from the 

applicable Divestiture Date, solicit, negotiate, hire, or enter into any arrangement 

for the services of any employee of the Assets To Be Divested who has accepted 

an offer of employment with, or who is employed by, an Acquirer.

Provided, however, a violation of this provision will not occur if:

a. The employee’s employment has been terminated by the Acquirer;

b. Respondents advertise for employees in newspapers, trade publications, or 

other media not targeted specifically at any one or more of the employees 

of the Acquirer(s); or,

c. Respondents hire an employee who has applied for employment with 

Respondents, provided that such application was not, directly or indirectly,

solicited or induced by Respondents in violation of this Order.

H. The purpose of the divestitures is to ensure the continuation of the Assets To Be Divested 

as ongoing, viable facilities engaged in the Cement and/or Slag businesses and to remedy 

the lessening of competition resulting from the Acquisition as alleged in the 

Commission’s Complaint.

III.

IT IS FURTHER ORDERED that: 

A. Respondents shall not:

1. Provide, disclose, or otherwise make available any Material Confidential 

Information to any person except as required or permitted by this Order, the Hold 

Separate Order, or any Remedial Agreement(s); or

2. Use any Material Confidential Information for any reason or purpose other than as 

required or permitted by this Order, the Hold Separate Order, or any of the

Remedial Agreement(s), and shall limit access to Material Confidential 

Information to only those employees necessary for Respondents to fulfill their 

obligations under the Order, the Hold Separate Order, or the Remedial 

Agreement(s).
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B. Respondents shall devise and implement measures to protect against the storage, 

distribution, and use of Material Confidential Information that is not permitted by this 

Order, the Hold Separate Order, or the Remedial Agreement(s). These measures shall 

include, but not be limited to, restrictions placed on access by persons to information 

available or stored on any of Respondents’ computers or computer networks. 

C. Notwithstanding anything else in paragraph III of this Order and subject to the Hold 

Separate Order, Respondents may use and disclose Material Confidential Information:

1. In the ordinary course of business in the operation of Respondents’ retained 

businesses and assets if:

a. The Material Confidential Information relates both to the Assets To Be 

Divested and to Respondents’ retained businesses or assets;

b. The Divestiture Agreement permits Respondents to retain Material 

Confidential Information that also relates to Respondents’ retained 

businesses or assets; and

c. Respondents protect against the disclosure or use of such Material 

Confidential Information in the same way Respondents protect against the 

disclosure or use of Respondents’ other confidential information;

2. For the purpose of performing Respondents’ obligations under this Order, the 

Hold Separate Order, or the Remedial Agreement(s); 

3. To ensure compliance with legal and regulatory requirements including, but not 

limited to:

a. Retaining a copy of Material Confidential Information for the sole purpose 

of complying with any applicable law, regulations, and other legal 

obligations; and,

b. Requirements of the rules and regulations of the Securities and Exchange 

Commission and of any stock, the performance of necessary audits and the 

maintenance of effective internal controls and procedures for required 

disclosures of financial information;

4. To provide accounting, information technology, and credit-underwriting services;

5. To provide legal services associated with actual or potential litigation and 

transactions;

6. To monitor and ensure compliance with financial, tax reporting, governmental 

environmental, health, and safety requirements; or

7. As otherwise provided by this Order and the Hold Separate Order.
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IV.

IT IS FURTHER ORDERED that:

A. The Commission appoints ING Financial Markets LLC as Monitor, and approves the 

agreement between the Monitor and Respondents, attached as Appendix V (“Monitor 

Agreement”) and Non-Public Appendix V-1 (“Monitor Compensation”). The Monitor is 

appointed to assure that Respondents expeditiously comply with all of their obligations and 

perform all of their responsibilities as required by this Order and the Remedial 

Agreement(s).

B. The Monitor’s duties and responsibilities shall include the following, among other 

responsibilities that may be required:

1. The Monitor shall act in a fiduciary capacity for the benefit of the Commission;

2. The Monitor shall serve until such time as Respondents have complied fully with 

all of their obligations under the Remedial Agreement(s);

3. The Monitor shall have the power and authority to Monitor Respondents’ 

compliance with this Order and the Remedial Agreement(s);

4. The Monitor shall have power and authority to review and audit, at the 

Respondents’ sole cost and expense, the books and records of Respondents to 

determine whether Respondents have complied fully with their obligations under 

the Order and the Remedial Agreement(s);

5. The Monitor shall exercise such power and authority and carry out his or her 

duties and responsibilities in a manner consistent with the purposes of this Order 

and in consultation with the Commission and its staff;

6. The Monitor shall review all reports submitted to the Commission by 

Respondents under this Order and, within thirty (30) days from the date the 

Monitor receives a report, the Monitor shall report in writing to the Commission 

concerning performance by Respondents of their obligations under the Order and 

the Remedial Agreement(s); and,

7. The Monitor shall provide written reports to the Commission every 60 days, or 

upon a schedule determined by Commission staff, that provides the Commission 

with timely information to determine if Respondents have complied and are 

complying with their obligations under this Order and the Remedial 

Agreement(s). In addition, the Monitor shall provide such additional written 

reports as Commission staff may request that reasonably are related to 

determining if Respondents have complied and are complying with their 

obligations under this Order and the Remedial Agreement(s). The Monitor shall 

not provide to Respondents, and Respondents shall not be entitled to receive, 

copies of these reports.
15

C. Respondents shall grant and transfer to the Monitor, and such Monitor shall have, all rights, 

powers, and authority necessary to carry out the Monitor’s duties and responsibilities, 

including, but not limited to, the following:

1. Respondents shall cooperate with any reasonable request of the Monitor and shall 

take no action to interfere with or impede the Monitor’s ability to monitor 

Respondents’ compliance with this Order and the Remedial Agreement(s);

2. Subject to any demonstrated legally recognized privilege, Respondents shall 

provide the Monitor full and complete access to Respondents’ personnel, books, 

documents, records kept in the ordinary course of business, facilities and technical 

information, and such other relevant information as the Monitor may reasonably 

request, related to Respondents’ compliance with its obligations under this Order

and the Remedial Agreement(s);

3. Within one (1) calendar day of submitting a report required by this Order, 

Respondents shall deliver a copy of such report to the Monitor;

4. Except as otherwise set forth in this Order, the Monitor shall serve, without bond 

or other security, at the expense of Respondents, on such reasonable and 

customary terms and conditions to which the Monitor and Respondents agree and 

that the Commission approves;

5. The Monitor shall have authority to employ, at the expense of Respondents, such 

consultants, accountants, attorneys and other representatives and assistants as are 

reasonably necessary to carry out the Monitor’s duties and responsibilities;

6. Respondents shall indemnify the Monitor and hold the Monitor harmless against 

any losses, claims, damages, liabilities, or expenses arising out of, or in 

connection with, the performance of the Monitor’s duties, including all reasonable 

fees of counsel and other reasonable expenses incurred in connection with the 

preparations for, or defense of, any claim, whether or not resulting in any liability, 

except to the extent that such losses, claims, damages, liabilities, or expenses 

result from gross negligence, willful or wanton acts, or bad faith by the Monitor; 

and,

7. Respondents may require the Monitor and each of the Monitor’s consultants, 

accountants, attorneys and other representatives and assistants to sign a customary 

confidentiality agreement.

Provided, however, that such agreement shall not restrict the Monitor from 

providing any information to the Commission or its staff, or require the Monitor 

to report to Respondents the substance of communications to or from the 

Commission, its staff, or an Acquirer.

D. Respondents shall comply with all terms of the Monitor Agreement, and any breach by 

Respondents of any term of the Monitor Agreement shall constitute a violation of this 

Order. Notwithstanding any paragraph, section, or other provision of the Monitor 
16

Agreement, any modification of the Monitor Agreement, without the prior approval of 

the Commission, shall constitute a failure to comply with this Order.

E. The Commission may, among other things, require the Monitor and each of the Monitor’s 

consultants, accountants, attorneys and other representatives and assistants to sign an 

appropriate confidentiality agreement related to Commission materials and information 

received in connection with the performance of the Monitor’s duties.

F. If the Commission determines that the Monitor has ceased to act or failed to act 

diligently, the Commission may appoint a substitute Monitor. The Commission shall 

select the substitute Monitor, subject to the consent of Respondents, which consent shall 

not be unreasonably withheld. If Respondents have not opposed, in writing, including the 

reasons for opposing, the selection of any proposed substitute Monitor within ten (10) 

days after notice by the staff of the Commission to Respondents of the identity of any 

proposed substitute Monitor, Respondents shall be deemed to have consented to the 

selection of the proposed substitute Monitor. Not later than ten (10) days after the 

appointment of the Monitor, Respondents shall execute an agreement that, subject to the 

prior approval of the Commission, confers on the Monitor all the rights and powers 

necessary to permit the Monitor to monitor Respondents’ compliance with the relevant 

requirements of this Order and the Remedial Agreement(s) in a manner consistent with 

the purpose of this Order. If a substitute Monitor is appointed, Respondents shall consent 

to the terms and conditions regarding the powers, duties, authorities, and responsibilities 

of the Monitor as set forth in this Paragraph.

G. The Commission may on its own initiative, or at the request of the Monitor, issue such 

additional orders or directions as may be necessary or appropriate to assure compliance 

with the requirements of this Order.

H. A Monitor appointed pursuant to this Order may be, but need not be, the same person 

appointed as the Divestiture Trustee pursuant to Paragraph V. of this Order and as Hold 

Separate Monitor appointed pursuant to the Hold Separate Order.

V.

IT IS FURTHER ORDERED that:

A. If Respondents have not divested all of the Assets To Be Divested in the time and manner 

required by Paragraph II of this Order, the Commission may appoint a Divestiture 

Trustee to divest the remaining Assets To Be Divested, and to enter into Transition 

Services Agreements and other Remedial Agreement(s), and perform Respondents’ other 

obligations, in a manner that satisfies the requirements of this Order. In the event that the 

Commission or the Attorney General brings an action pursuant to Section 5(l) of the 

Federal Trade Commission Act, 15 U.S.C. § 45(l), or any other statute enforced by the 

Commission, Respondents shall consent to the appointment of a Divestiture Trustee in 

such action to divest the required assets. Neither the appointment of a Divestiture 

Trustee nor a decision not to appoint a Divestiture Trustee under this Paragraph shall 
17

preclude the Commission or the Attorney General from seeking civil penalties or any 

other relief available to it, including one or more court-appointed Divestiture Trustees, 

pursuant to Section 5(l) of the Federal Trade Commission Act, or any other statute

enforced by the Commission, for any failure by Respondents to comply with this Order.

B. The Commission may select a Divestiture Trustee, subject to the consent of Respondents, 

which consent shall not be unreasonably withheld. The Divestiture Trustee shall be a 

person with experience and expertise in acquisitions and divestitures. If Respondents 

have not opposed, in writing, and stated in writing their reasons for opposing, the 

selection of any proposed Divestiture Trustee within ten (10) days after notice by the staff 

of the Commission to Respondents of the identity of any proposed Divestiture Trustee, 

Respondents shall be deemed to have consented to the selection of the proposed 

Divestiture Trustee.

1. Not later than ten (10) days after the appointment of a Divestiture Trustee, 

Respondents shall execute a trust agreement for any divestitures required by 

Paragraph II. of this Order that, subject to the prior approval of the Commission, 

transfers to the Divestiture Trustee all rights and powers necessary to permit the 

Divestiture Trustee to effectuate the divestitures required by, and satisfy the 

additional obligations imposed by, this Order. Any failure by Respondents to 

comply with a trust agreement approved by the Commission shall be a violation 

of this Order.

2. If a Divestiture Trustee is appointed by the Commission or a court pursuant to this 

Paragraph, Respondents shall consent to the following terms and conditions 

regarding the Divestiture Trustee’s powers, duties, authority, and responsibilities:

a. Subject to the prior approval of the Commission, the Divestiture Trustee 

shall have the exclusive power and authority to effectuate the divestitures 

required by, and satisfy the additional obligations imposed by, this Order.

b. The Divestiture Trustee shall have one (1) year after the date the 

Commission approves the trust agreement described herein to accomplish 

the divestiture required by this Order, which shall be subject to the prior 

approval of the Commission. If, however, at the end of the one (1) year 

period, the Divestiture Trustee has submitted a plan to satisfy the 

divestiture obligations of this Order, or believes that such obligation can 

be achieved within a reasonable time, the period may be extended by the 

Commission, or, in the case of a court-appointed Divestiture Trustee, by 

the court; provided, however, that the Commission may extend the period 

only two (2) times.

c. Subject to any demonstrated legally recognized privilege, any Divestiture 

Trustee shall have full and complete access to the personnel, books, 

records, and facilities related to the relevant assets that are required to be 

divested by this Order and to any other relevant information, as the 

Divestiture Trustee may request. Respondents shall develop such 
18

financial or other information as any Divestiture Trustee may request and 

shall cooperate with the Divestiture Trustee. Respondents shall take no 

action to interfere with or impede any Divestiture Trustee’s 

accomplishment of the divestiture. Any delays caused by Respondents 

shall extend the time under this Paragraph for a time period equal to the 

delay, as determined by the Commission or, for a court-appointed 

Divestiture Trustee, by the court.

d. Any Divestiture Trustee shall use commercially reasonable efforts to 

negotiate the most favorable price and terms available in each contract that 

is submitted to the Commission, subject to Respondents’ absolute and 

unconditional obligation to divest expeditiously and at no minimum price. 

The divestiture shall be made in the manner that receives the prior 

approval of the Commission and to an Acquirer that receives the prior 

approval of the Commission as required by this Order; provided, however,

if any Divestiture Trustee receives bona fide offers for any asset to be 

divested from more than one acquiring entity, and if the Commission 

determines to approve more than one such acquiring entity, the Divestiture 

Trustee shall divest to the acquiring entity selected by Respondents from 

among those approved by the Commission; provided further, however,

that Respondents shall select such entity within five (5) days after 

receiving notification of the Commission’s approval.

e. Any Divestiture Trustee shall serve, without bond or other security, at the 

cost and expense of Respondents, on such reasonable and customary terms 

and conditions as the Commission or a court may set. Any Divestiture 

Trustee shall have the authority to employ, at the cost and expense of 

Respondents, such consultants, accountants, attorneys, investment 

bankers, business brokers, appraisers, and other representatives and 

assistants as are necessary to carry out the Divestiture Trustee’s duties and 

responsibilities. Any Divestiture Trustee shall account for all monies 

derived from the divestitures and all expenses incurred. After approval by 

the Commission of the account of the Divestiture Trustee, including fees 

for the Divestiture Trustee’s services, all remaining monies shall be paid at 

the direction of Respondents, and the Divestiture Trustee’s power shall be 

terminated. The compensation of any Divestiture Trustee shall be based at 

least in significant part on a commission arrangement contingent on the 

divestiture of all of the relevant assets that are required to be divested by 

this Order.

f. Respondents shall indemnify any Divestiture Trustee and hold the 

Divestiture Trustee harmless against any losses, claims, damages, 

liabilities, or expenses arising out of, or in connection with, the 

performance of the Divestiture Trustee’s duties, including all reasonable 
19

fees of counsel and other expenses incurred in connection with the 

preparation for, or defense of, any claim, whether or not resulting in any 

liability, except to the extent that such losses, claims, damages, liabilities, 

or expenses result from gross negligence, malfeasance, willful or wanton 

acts, or bad faith by the Divestiture Trustee.

g. The Divestiture Trustee shall have no obligation or authority to operate or 

maintain the relevant assets required to be divested by this Order.

h. The Divestiture Trustee shall report in writing to Respondents and to the 

Commission every thirty (30) days concerning the Divestiture Trustee’s 

efforts to accomplish the divestitures.

i. Respondents may require the Divestiture Trustee and each of the 

Divestiture Trustee’s consultants, accountants, attorneys, and other 

representatives and assistants to sign a customary confidentiality 

agreement; provided, however, such agreement shall not restrict the 

Divestiture Trustee from providing any information to the Commission.

C. If the Commission determines that the Divestiture Trustee has ceased to act or failed to 

act diligently, the Commission may appoint a substitute Divestiture Trustee in the same 

manner as provided in this Paragraph.

D. The Commission or, in the case of a court-appointed Divestiture Trustee, the court, may 

on its own initiative or at the request of any Divestiture Trustee, issue such additional 

orders or directions as may be necessary or appropriate to accomplish the divestitures 

required by this Order.

E. The Divestiture Trustee appointed pursuant to this Paragraph may be, but need not be, the 

same person as the Monitor appointed under this Order and as Hold Separate Monitor 

appointed pursuant to the Hold Separate Order.

VI.

IT IS FURTHER ORDERED that:

A. Within thirty (30) days after the date this Order is issued, and every thirty (30) days 

thereafter until the completion of the last divestiture required by this Order, Respondents 

shall submit to the Commission (and a complete copy to the Monitor appointed under this 

Order, and the Hold Separate Monitor appointed under the Hold Separate Order) a 

verified written report setting forth in detail the manner and form in which they intend to 

comply, are complying, and have complied with this Order. For the period covered by 

this report, the report shall include, but not be limited to, among other things that are 

required from time to time, a full description of the efforts being made to comply with 

Paragraph II. of this Order, including a description of all substantive contacts or 
20

negotiations for the divestitures and the identity and contact information of all parties 

contacted. Respondents shall include in the reports copies of all material written 

communications to and from such parties, all internal memoranda reviewing or 

evaluating possible acquirers or divestiture proposals, and all reports and 

recommendations concerning completing the obligations. 

B. On the first anniversary of the date this Order is issued, and thereafter on each subsequent 

anniversary until Respondents have satisfied in full all of their obligations under

Paragraph II. of this Order and all of the Remedial Agreement(s), Respondents shall 

submit to the Commission a verified written report setting forth in detail the manner and 

form in which they intend to comply, are complying, and have complied with this Order. 

For the period covered by each such report, Respondents shall state the name and contact 

information for each Person that maintains or claims (regardless of whether Respondents 

agree or disagree with such Person, and regardless whether a judicial or arbitration action 

has been threatened or commenced) that one or more Respondents have failed to comply 

fully with the Order (including any Remedial Agreement(s) made a part thereof), briefly 

describe the Person’s claim, and provide copies of any written communications between 

Respondents and the Person concerning the claim.

VII.

IT IS FURTHER ORDERED that Respondents shall notify the Commission at least 

thirty (30) days prior to:

A. Any proposed dissolution of Respondents;

B. Any proposed acquisition, merger or consolidation of Respondents; or

C. Any other change in the Respondents, including, but not limited to, assignment and the 

creation or dissolution of subsidiaries, if such change might affect compliance obligations 

arising out of the Order. 

VIII.

IT IS FURTHER ORDERED that for purposes of determining or securing compliance 

with this Order, and subject to any legally recognized privilege, and upon written request and 

upon five (5) days’ notice to Respondents made to either Respondent’s principal United States 

offices, registered office of its United States subsidiary, or its headquarters address, Respondents

shall, without restraint or interference, permit any duly authorized representative of the 

Commission:

A. Access, during business office hours of Respondents and in the presence of counsel, to all 

facilities and access to inspect and copy all books, ledgers, accounts, correspondence, 

memoranda, and all other records and documents in the possession or under the control of 

Respondents related to compliance with this Order, which copying services shall be 
21

provided by Respondents at the request of the authorized representative(s) of the 

Commission and at the expense of the Respondents; and

B. To interview officers, directors, or employees of Respondents, who may have counsel 

present, regarding such matters.

IX.

IT IS FURTHER ORDERED that this Order shall terminate ten (10) years after the 

date this Order is issued.

By the Commission.

Donald S. Clark

Secretary

SEAL

ISSUED: 
22

APPENDIX I

Buzzi Divestiture Agreement

[Redacted From the Public Record Version, But Incorporated By Reference]
23

APPENDIX II

Eagle Divestiture Agreement

[Redacted From the Public Record Version, But Incorporated By Reference]
24

APPENDIX III

Essroc Divestiture Agreement

[Redacted From the Public Record Version, But Incorporated By Reference]
25

APPENDIX IV

Summit Divestiture Agreement

[Redacted From the Public Record Version, But Incorporated By Reference]
26

APPENDIX V

Monitor Agreement
27

APPENDIX V-1

Monitor Compensation

[Redacted From the Public Record Version]