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Cementos Argos has agreed to combine its operations in the United States with Summit Materials aiming to create a leading building materials platform with national scale

  • Argos North America Corp was valued at approximately $3.2 billion, or 10x EV/EBITDA 2023e.
  • Cementos Argos will receive approximately $1.2 billion in cash and 54.7 million common stock of Summit Materials which, at the closing market price of $361, had an approximate value of $2 billion.
  • Cementos Argos will become the largest shareholder of Summit Materials with 31% ownership in the combined entity.
  • At the closing of the transaction, Cementos Argos will have three representatives on the Board of Directors of the combined company, which can have up to eleven members.
  • The combination’s synergies are estimated to be at least, $100 million per year.
  • The combination of Summit Materials and Argos North America will have a significant presence in the aggregates, cement, and concrete businesses, as well as presence in 30 states across the United States.
  • The agreement fulfills the strategic pillar of value realization in the U.S. business, as established in SPRINT (Stock Price Recovery Initiative).

 

Cementos Argos, the cement company controlled by Grupo Argos, has entered into a definitive agreement with Summit Materials, under which they will combine their operations in the United States to create a leading platform in the building materials industry. The platform will have a diversified portfolio and a nationwide geographic presence in complementary markets and high-growth urban areas.

 

The agreement will have a component of stock consideration worth approximately $2 billion and cash payment of approximately $1.2 billion (subject to customary closing adjustments), resulting in a valuation of Argos North America of $3.2 billion or 10x EV/EBITDA 2023e or 12x EV/EBITDA LTM as of 2Q23.


Summit Materials (SUM: NYSE) is a building materials company listed on the NYSE since 2015. The company operates in more than 20 states in the United States and Canada. It operates across aggregates, cement, concrete, and other complementary businesses in the building materials industry, with assets that include 217 aggregate mines, 2 cement plants along the Mississippi River, and approximately 84 concrete plants.

 

Argos North America Corp brings to the combination its 4 integrated cement plants, 2 grinding stations, 140 ready-mix concrete plants, and a complementary distribution network of 8 maritime ports and 10 inland terminals.

 

The combination would create:

  • A company with combined proforma revenues over $4 billion and approximately $1 billion in EBITDA, including synergies.
  • The 4th largest cement platform in the United States, with an approximate capacity of 11.6 million tons per annum.
  • The 6th largest aggregates platform in the United States, with reserves of over 5.5 billion short tons and annual sales of around 70 million short tons.
  • One of the largest concrete producers, with more than 220 plants and more than 1800 mixers.

 

As a result, the combined company will have presence in 30 states, with a strong positioning in high growth markets, with complete vertical integration from quarries to end customer in many of them. Having access to an extensive ports and terminal network will enable competitive imports of building materials to better serve customers by complementing domestic production.
This combination unlocks estimated annual synergies of, at least, $100 million, with significant realization within 2 years, derived from optimized sourcing, enhanced operational efficiencies, increased utilization of the import terminals’ network, and an augmented asset base to increase the use of alternative fuels. Likewise, it leverages on a cement supply agreement from the Cartagena plant and enhances the ability to pursue attractive growth opportunities, both organic and inorganic, in current business lines and in others such as supplementary cementitious materials and new sources of aggregates.

 

Juan Esteban Calle, CEO of Cementos Argos, stated:

«This combination reaffirms our commitment to growth in the U.S. market while realizing and optimizing our intention to list the U.S. business on the NYSE as the most efficient way to unlock the fundamental value of Cementos Argos’ assets and businesses in that country. Being an active player in a publicly traded leading building materials platform, with a significant component of aggregates and cement on the world’s most attractive market, is a pivotal step in the value generation strategy we launched months ago with the SPRINT program for the benefit of all our shareholders. Cementos Argos’ participation in Summit Materials will continue to provide our shareholders with significant exposure to the U.S. market.»

 

Having been prepared to carry out a public offering on the New York Stock Exchange and awaiting favorable market conditions for listing, Argos finds in this combination an alternative for value generation to shareholders and an efficient path to execute the strategic plan of the U.S. business, Through a platform with a proven track record of growth, real-time asset valuation, and high liquidity.

 

The transaction is expected to close in the first semester of 2024, subject to required regulatory approvals and customary closing conditions.
With this transaction, Cementos Argos strengthens its presence in the United States, contributing to the combined entity its knowledge and leadership in sustainability and innovation initiatives.

 

Furthermore, upon the closing of the agreement, Argos is expected to achieve an estimated net debt / EBITDA ratio of 1.8 times, resulting in greater financial flexibility to continue advancing its value generation strategy in all the geographies where it operates.

 

To the new U.S. platform, as well as in Colombia, Central America, and the Caribbean, Cementos Argos will provide its proven export capacity from Cartagena, the strength of its trading unit, advancements in digital, analytics, and innovation in products and processes, the acceleration of calcined clay technology, and leverage Summa, the shared services company of Grupo Argos.


Jorge Mario Velásquez, CEO of Grupo Argos, stated:

«We are delivering to the market a transaction worth over $3 billion, which allows us to combine the assets of Argos USA with a vehicle that has liquid listed securities on the New York Stock Exchange. This provides access to new opportunities and realizes a value equivalent to 10x EV/EBITDA, a significant milestone for Grupo Argos as the main shareholder of Cementos Argos.»

 

Anne Noonan, Summit Materials President, and CEO said:

“Our combination with Argos USA marks a significant milestone as we execute against and accelerate our materials-led portfolio strategy. The transaction will extend our geographic reach into high growth markets, creating a leading cement position nationwide, and bring together two talent-rich organizations to innovate and deliver value-added solutions for our customers. Financially, we have clear line of sight to achieving targeted synergies greater than $100 million and fully expect to unlock the full potential of this powerful combination. The Argos USA team has done an excellent job growing and operating its business, and we look forward to welcoming them, and their expertise, to the Summit family.”

 

Advisors:

J.P. Morgan Securities LLC is acting as lead financial advisor and Sullivan & Cromwell LLP is acting as legal counsel to Cementos Argos.

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PIEDAD MONSALVE

Gerente de Comunicaciones
pmonsalve@argos.com.co
(57 4) 3198700

DANIELA VALLE

Directora de Comunicaciones
dvalle@argos.com.co

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Atmospheric emissions

We are committed to reducing our emissions through actions that achieve more efficient processes and the implementation of abatement measures, contributing to good air quality in the places where we operate.  Our cement-, concrete- and aggregate-production processes generate punctual and scattered particulate matter (PM) emissions, as well as emissions of sulfur oxides (SO2) and nitrogen oxides (NOx) in the clinkering furnaces of the cement plants.

  • For society:  To contribute to mitigating the impact on air quality in the areas where we operate, acting responsibly and promoting relationships of trust with our Stakeholders.

 

  • For the company:  To develop more efficient processes that allow us to reduce our atmospheric emissions and contribute to responsible production, complying with local regulations in the countries where we operate and – in some cases – going beyond compliance with said regulations, contributing to the profitability of the business and preparing to face future challenges.

The “Emissions” pillar of our Environmental Strategy focuses on: Working on the adequate measurement, control and reduction of SO2, NOx and particulate-material (PM) emissions generated by our production processes in the cement business and on the prevention and mitigation of our dispersed emissions of particulate material (dust), originated mainly by the activities of transportation, transfer, unloading and storage of materials in the cement, concrete and aggregate processes. The foregoing, through operational control, optimization and renewal of emission-control systems to achieve continuous improvement.

Industry positioning

We position ourselves as strategic allies for the development of the territories where we are present, directly and through the empowerment of our value chain.  We do it through the construction of housing and sustainable infrastructure that enables the closing of socioeconomic gaps, the generation of employment, the improvement of the quality of life and the reduction of the impacts generated.

  • For society:  To sustainably respond to the growing demand for housing and infrastructure of the world population with the aim of improving people's quality of life, interconnecting regions and developing innovative solutions. 

 

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    For the company:  To be strategic allies of the actors in our value chain in order to maintain the Company's leadership in the market, ensure its competitiveness over time and increase the generation of sustainable value.

We are committed to the role we have as a Company in the achievement of the 2030 Agenda goals, the consolidation of territorial development plans where we operate, and the economic reactivation of the countries affected by the pandemic. Therefore, we focus our efforts in the development of sustainable housing and infrastructure projects that contribute to closing socioeconomic gaps, generating employment under safe conditions, environmental protection, and investment in improving people’s health systems and quality of life. 

Our work unfolds in three large lines:

 

Cities for everyone:

 

With nearly 54% of the world  population living in urban areas, the pandemic made inequality of those who live in the cities of the world

manifest. Nearly 90% of the COVID-19 cases are concentrated in the urban

centers that have, among others, challenges associated with access to basic services and decent housing conditions. For this reason, we work together with our value chain to develop projects that benefit the lessfavored population, facilitate access to housing, and promote development in

the areas of influence.

 

Interconnected cities

 

The need to connect urban areas with rural areas to expand the coverage

of basic services, such as health, has been a priority of developing countries

since before the pandemic. Therefore, during 2020, we continued working on creating innovative solutions that allow us to be present in the large projects of the countries and territories where we are present.

 

Intelligent cities

 

In recent years, the acuteness of the effects of climate change became the

risk of greatest impact to the world. Therefore, in the global stage, a need

has grown to transition to a low-carbon economy, an opportunity that becomes more relevant amid post-pandemic recovery scenarios and the effort we are making as a Company to generate new business models that respond to environmental and social challenges. For this reason, our Climate-Change Strategy includes actions aimed at mitigating the impacts associated with our productive processes, adapting our operating model and innovating from the identification of optimization opportunities.

Supplier management

Supplier management is a fundamental pillar of our Supply Chain Strategy; it seeks to build and strengthen relationships with strategic allies who have the ability to contribute to the Company in terms of efficiency, productivity, customer service and innovation.  For this reason, we carefully select our suppliers, transfer knowledge to promote their development, promote good practices and recognize those who are an example of sustainable, innovative, safe and responsible management.

  • For society:  To develop our suppliers, promote transparent practices and responsible conduct, to improve the productivity and competitiveness of our society and support the construction of a better future.

 

  • For the company:  To seek to add value throughout the Company's supply chain, from the purchase of goods and services to the delivery of products to clients.  Through the mitigation of risks and potentiation of opportunities, the implementation of good contracting practices and service excellence, we create relationships of trust and turn suppliers into business allies.

Our management is divided into five stages:

  1. Identification: We determine the goods and services required for our operation and the category to which they belong, according to our Category Tree. This groups our suppliers into macro-categories which – in turn – are subdivided into two more specific levels.
  2. Pre-Selection: We validate the suitability of suppliers through due diligence and review aspects of sustainability and financial health to ensure long-term relationships.
  3. Negotiation: We select suppliers with high standards, considering technical, economic, sustainability and service aspects.
  4. Retention and evaluation: We carry out knowledge-transfer processes with those suppliers with growth potential.
    • We characterize our suppliers as critical suppliers or with potential risk in sustainability.
    • We measure the management of critical suppliers through performance evaluations in terms of quality, service, occupational health and safety, having constant feedback and identifying key factors for their development.
    • We apply the Sustainability Index to suppliers with potential sustainability risks, to identify challenges, opportunities, and to develop joint action plans in environmental, economic, social and Human-Rights matters.
    • We implement additional controls and development plans to suppliers belonging to categories where the greatest potential risks have been identified. This is how, for example, we develop road-safety strategies for our logistics suppliers; with mining suppliers, we carry out a more rigorous pre-selection process, and with contractors, we have special controls on occupational health and safety.
    • We have a Transparency Line for Stakeholders to report possible improper actions and to implement the pertinent corrective actions. 
  5. Recognition:  Every two years, through Growing Together (Creciendo Juntos), we recognize the suppliers that have shown outstanding performance in innovation, sustainability, health and safety and development and comprehensiveness.

 

Additionally, we have:

 

Contracting manual: transparent action framework that guides the negotiation and contracting of our suppliers to allow the process to be agile, make use of best practices and carry out adequate risk management.

 

Code of conduct for suppliers: in which we define the principles and behaviors that we expect from our allies in terms of respect for human rights, protection of workers, environmental management, business ethics and responsible business practices.

Ethics and compliance

We are convinced that ethics and integrity are fundamental and non-negotiable; that is why we live by these principles, integrating them into our operations, processes, and strategy, thus generating value responsibly for our business, our Stakeholders, and for society.  Through the Global Governance and Compliance Program, our ethics and business conduct system, we seek to promote that our actions are consistent with the pillars of corporate culture and integrity as the guiding principle of our business activity.

  • For society:  To promote transparent, competitive, and sustainable business environments that strengthen trust and ethics in business, generating positive impacts for the market and society.

 

  •  

    For the company:  To promote that our actions are consistent with the pillars of culture and that integrity is the inspiring principle of all members of the Organization.  This is how we consolidate ourselves as a competitive, reliable company in the eyes of investors and other Stakeholders.

We have voluntarily adopted a self-regulatory framework that confirms our commitment to business ethics as a way to promote transparent practices that contribute to the development of competitive environments. This framework* incorporates mandatory principles of ethics and conduct:

 

 

For the proper implementation and application of these guidelines, the strengthening of the ethical culture, the prevention and control of incorrect actions, our Board of Directors approved the Global Governance and Compliance Program (GGCP, in Spanish). The program structure incorporates international best practices to evaluate compliance programs, such as ISO 37001, ISO 19600 and the United States Department of Justice (DOJ) guidelines. The program has the following scope:

 

 

Likewise, it systematically groups together the activities carried out to promote integrity in the Company's actions, its employees, and members

of the value chain, which allow the updating and permanent strengthening

of the program. Operating Scheme:

 

Efficiency and productivity

We materialize our Corporate Strategy through actions aimed at the efficient use of resources, the improvement of our financial flexibility and the maximization of income generation and business profitability.  We focus on the application of efficient, safe production processes and circular economy models, on the diversification of energy management models and on the efficient management of the supply chain.

  • For society:  To provide solutions and products that meet the needs of our clients through the responsible, appropriate use of resources and the incorporation of raw materials and alternative energy sources.

 

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    For the company:  To guarantee business sustainability, optimize working capital and capital investments, reduce costs and the level of indebtedness, and mitigate risks regarding the availability of resources necessary for our operation and the emergence of new business realities, environmental requirements and new regulations.

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