Argos ONE

Press Room

Search

Cementos Argos successfully combines its operations in the United States with Summit Materials to create a leading US building materials platform with national scale

  • Cementos Argos agreed on September 7th, 2023, to combine its operations in the US with Summit Materials.
  • Summit Materials shareholders approved the transaction on January 11th, with an endorsement of approximately 99% favorable votes.
  • On January 12th, following the completion of certain conditions, the transaction successfully closed, creating a leading building materials platform with national scale in the US and a total EV of approximately US$ 9* billion.
  • Upon completion of the transaction, Argos receives US$ 1.2 billion in cash subject to customary adjustments and approximately 54.7 million shares of Summit Materials equivalent to a 31% stake in the combined entity.
  • Cementos Argos will have three representatives on the Board of Directors of the combined company, which can have up to eleven members.
  • The valuation of Argos operations in the US was US$ 3.2 billion.
  • The transaction will generate a gain on sale of approximately US$ 1.2 billion to be recorded in the financial statements of Cementos Argos S.A. during the first quarter of 2024.

Cementos Argos S.A. and Summit Materials successfully closed the transaction to combine its operations in the US, following the Special Shareholder Meeting carried out by Summit Materials on January 11th, 2024, where shareholders overwhelmingly supported the proposed transaction.

 

The resulting combined entity of Summit Materials will be a leading US construction materials company with enhanced scale and national reach. Summit Materials anticipates generating at least US$ 100 million of annual EBITDA synergies, arising from operational efficiencies and combined services, with significant realization within two years.

Juan Esteban Calle, CEO of Cementos Argos, stated: “The combination with Summit Materials with the resounding support of its shareholders allows us to start a new chapter in the successful history of our presence in the US, and is built on shared values, strategic vision, and complementary capabilities. This new milestone solidifies our goal of continuing the expansion in the most attractive building materials’ industry of the world, for the benefit of our shareholders and all our groups of interest”.

Upon completion of the transaction, Cementos Argos receives US$ 1.2 billion in cash subject to customary adjustment and approximately 54.7 million shares of Summit Materials equivalent to a 31% stake in the combined entity, that were valued at approximately US$ 2.0 billion, based on yesterday’s closing price of the stock of US$ 36.66. Therefore, the total valuation of Argos USA stood at US$ 3.2 billion.

 

Considering the book value of these assets and the accounting principles, Cementos Argos will record in its financial statements a gain on sale of approximately US$ 1.2 billion during the first quarter of 2024, affecting the net profit of the company via discontinuing operations.

 

Through a series of ancillary agreements, Cementos Argos is strategically positioned to supply cement, share intellectual property, and optimize our robust logistics network, among other collaborations alongside the combined entity, coupled with a strong and robust capital structure with a total debt reduction of approximately 70%, favorably positioning Cementos Argos to deliver its value generation strategy across all operational geographies: Colombia, Central America, and the Caribbean.

Jorge Mario Velasquez, Chairman of the Argos Board of Directors, stated: “We are pleased to announce this new partnership with Summit Materials and deliver value to all Cementos Argos’ shareholders. With the closing of this transaction Cementos Argos gains a strategic ownership in a materials-led company with national footprint in the world’s biggest market and enhances its capital structure for future growth on other geographies. Since the announcement of the transaction, we have seen an appraisal of more than double on Cementos Argos’ price per share, reflecting the strategic importance of this transaction.”

*Source: BBG for Summit Material’s EV previous to the asset combination with Argos USA.

A conference call for investors will be held on January 16th at 3:00 pm ET / Bogotá. Please click here to attend the meeting.

For more information please contact:
Piedad Monsalve Garcés, Comms Director, pmonsalve@argos.com.co
Indira Díaz, Investor Relations Officer, Indira.diaz@argos.com.co

 

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

Tagged , , ,

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. 

 

  •  

    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.

  • 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.

Creamos valor construyendo relaciones sólidas que transforman el futuro de la sociedad

Ver más aquí

Creamos valor a través de nuestro compromiso con el desarrollo responsable y transparente de nuestras actividades.

Ver más aquí