Our teams in Casablanca and Paris advised Société Nationale d’Investissement (SNI) on the reinforcement of its strategic partnership with LafargeHolcim. This partnership is now made up of two separate parts: the merger in Morocco of Lafarge Ciments and Holcim Maroc, and the creation in Sub-Saharan French-speaking Africa of a common development subsidiary.

For SNI, this operation is the first step in its evolution toward a long-term Pan-African investment fund. The operation will also benefit LafargeHolcim, which closes an important step of the operational merger between Lafarge and Holcim and speeds up its development in French-speaking Africa.

The first part of the operation, namely the merger of Lafarge Ciments and Holcim Maroc, will result in the creation of LafargeHolcim Maroc, the leading company in the Moroccan building sector. The joint venture, equally owned by SNI and LafargeHolcim, will constitute the first industrial market capitalization in Casablanca for an amount of MAD40 billion (or EUR3.7 billion). Moreover, the new entity will become the second cement-manufacturing group listed in Africa.

The building sector of Morocco, supported by economic growth, increasing building development and the dynamic development of infrastructures, will benefit from the joint venture’s research and innovation capacities and from its expertise.

This operation will require several steps: first, a merger of the two listed companies (i.e., Holcim Maroc and Lafarge Ciments); the assignment to SNI of 50 percent of the new LafargeHolcim Maroc shares received by LafargeHolcim further to the merger; and finally, the contribution of the new shares held by SNI and LafargeHolcim to Lafarge Maroc, enabling SNI and LafargeHolcim to maintain their joint control of Lafarge Maroc, and Lafarge Maroc to retain the major part of the share capital and control of LafargeHolcim Maroc.

The operation will be subject to the approval of the Autorité Marocaine du Marché des Capitaux (Moroccan Authorities of the Financial Market).

The second part of the reinforcement of the strategic partnership concerns the creation in Sub-Saharan French-speaking Africa of a common development subsidiary named LH Maroc Afrique. This subsidiary will be a major player in building materials and a leading entity in this region, specifically in Burkina Faso, Ivory Coast, Gabon, Mali, Mauritania, Democratic Republic of Congo, Republic of Congo and Senegal.

Based in Casablanca, SNI is a long-term Pan-African investment fund with interest in structuring projects in Morocco and in Sub-Saharan Africa. Meanwhile, LafargeHolcim is the global leading entity in the sector of building materials, with a turnover of CHF29.5 billion (or EUR27 billion) in 2015.

The M&A team of Baker & McKenzie was headed by Kamal Nasrollah, managing partner of the Casablanca office. The M&A teams of Casablanca and Paris were made up, inter alia, of François-Xavier Naime (local partner), Julien Grandry (senior associate), Keltoum Boudribila and Leila Kettani (associates), Giuliano Lastrucci (associate), and Muriel Bernardin, Sofia El Baghdadi, Rim Benzakour and Rania Chawad.

Eric Borysewicz, a partner, dealt with the evolution of the partnership and Hervé Quéré (senior counsel), handled the Tax Structuring issues.

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