The document discusses the capital structure and financial details of Holcim, Lafarge, and the merged LafargeHolcim company. It provides information on share capital, conditional share capital, authorized share capital, and the capital positions of each company. The ultimate result of the merger was to create the world's largest cement producer with combined sales of $32 billion in 2015. The merger integration was largely completed on track with targets exceeded for cost synergies, capital expenditures, and debt reduction.

2. Number
of
locations
Types Services
Market
Value
HeadquarterFoundedIndustry
Introduction

4. Nature of merger

5. Become
bigger
Why do
companies
engage in
Merge

6. HOLCIM CAPITAL STRUCTURE
Million
CHF
2014
(Holcim):
Net income 1,619
Depreciation, amortization and impairment 1,434
Funds from operations 3,053
Net income 1,619
Depreciation, amortization and impairment 1,434
Funds from operations 3,053 x(2,149)
Net financial debt 9,644
@Funds from operations/net financial debt 31.7%
EBITDA 4,156
@Net financial debt/EBITDA 2.3

7. Holcim Capital Structure
SHINFORMATIONARE
Holcim registered share Par value CHF 2014
• Number of shares issued 327,086,376
• Number of dividend-bearing shares
327,086,376
• Number of shares conditional capital2
1,422,350
• Number of treasury shares 1,219,339

8. • Earnings per:
• dividend-bearing share in CHF3
3.95
• Cash earnings per:
• share in CHF4 7.67
• Stock market prices in CHF:
High 83
Low 62
Average 73
Market capitalization (billion CHF)
23.3
Trading volumes (million shares)
266.8
Holcim capital
structure

9. • Consolidated
shareholders’ equity
per:
• share in CHF5 53.49
• Payout/dividend per:
• share in CHF 1.30
• Dividend yield (%)
1.79
• TOTALASSET: 39684
(CHF)
• TOTAL LIABILITIES
& EQUITY: 20112
(CHF)
Holcim capital
structure

10. Lafarge capital structure
December 31,2014 (million euros, except per share data)
Revenue 12,843
Cost of sales (9,838)
Selling and administrative expenses (1,124)
Operating income before capital gains, impairment, restructuring
and other 1,881
Net gains (losses) on disposals 292
Other operating income (expenses) (713)
Consolidated statement of income

11. LAFARGE CAPITAL STRUCTURE
Consolidated statement of income
Operating income 1,460
Financial expenses (1,034)
Financial income 164
Share of net income (loss) of joint ventures and associates 69
Income before income tax 659
Income tax (385)
Net income 274

12. Of which attributable to: -
Owners of the parent company 143
Non-controlling interests (minority interests) 131
Earnings per share (euros) Attributable to the owners of the parent company
Basic earnings per share 0.50
Diluted earnings per share 0.49
Basic average number of shares outstanding (in thousands) 287,419
TOTAL ASSETS: -
34,804(million euros)
TOTAL EQUITY AND LIABILITIES:- 34,804(million euros)
Lafarge Capital Structure

13. LAFARGEHOLCIM CAPITAI POSITION
Share capital
the share capital is
divided into
606,909,080
registered shares of
CHF 2 nominal
value each.
As of December 31,
2015, the nominal,
fully paid-in share
capital of
LafargeHolcim Ltd
amounted to
CHF 1,213,818,160.

14. Conditional share capital
The share capital may be raised by a nominal
amount of CHF 2,844,700 through the issuance
of a maximum of 1,422,350 fully paid-in
registered shares, each with a par value of
CHF 2 (as per December 31, 2015).
LAFARGEHOLCIM CAPITAI POSITION

15. Authorized share
capital/Certificates of
participation
until May 8, 2017 they want to increase the
share capital by a maximum of
CHF 264,237,400 by issuing up to 132,118,700
fully paid registered shares with a par value of
CHF 2 each. As per December 31, 2015
@Exchange ratio of 1 Holcim share for 1 Lafarge share

16. lafarge Holcim combined
Cement Capacity
(mT)
221 206 427
Aggregates
volume sold (mT)
193 155 348
RMC volume sold
(mm3 )
31 39 70
Combined sales (In billion):

17. Two
Questions
Mergers
Must Have
To Answer
How Much Would
The Target Be
Worth After Being
Incorporated Into
The Acquirer?
How Much Should
The Acquirer Offer
For The Target?

18. Lafarge
Holcim
Capital
Position
Capital
Structure
Share
Capital
Authorized
Share
Capital
Conditional
Share
Capital

19. Ultimate Result Of Merge
2015 NINE MONTH & THIRD QUARTER KEY
FIGURES
 Q3 at CHF 7,825 million, -8.7 percent (-1.1% like for like)
 9M at CHF 22,042 million, -6.5 percent (-0.6% like for like)
 Q3 CHF 1,639 million, -16.1 percent (-8.9% like for like)
 9M CHF 4,355 million, -9.0 percent (-3.2% like for like)

20. Ultimate result
Q4 and FY 2015 Results
• CHF 813m free cash flow drives CHF 1bn of debt reduction in fourth quarter.
• Merger on track and integration largely completed: 2015 targets on capex, synergies
and net debt were exceeded
• More than one third of divestments secured and the remainder of the program is on
track
• 2018 targets confirmed with 2016 to show solid progress towards these objectives
based on the combined effect of synergies, additional cost reductions and a
strengthening pricing environment
• Proposed dividend of CHF 1.50 per share

21. Answer Of The Two Question
Answer1
· Merger integration and synergies well on track with actions
and initiatives launched in the third quarter; accelerated
delivery by end of 2017
· Nine month results impacted by merger and restructuring
costs, adverse foreign exchange, an economic slowdown in
China and Brazil as well as softness in France and in
Switzerland
· Good performance in the United States, United Kingdom
and most countries in Asia Pacific and Latin America

22. Answer 2
 Strategic plan and medium term targets
announced with key focus on free cash flow
generation of at least CHF 10 billion over the next
three years
Answer Of The Two Question

23. Bad
Effect of
Merging
Organizational
Climate/Culture
Human
Resources
Trade
Unions
Banks’
Financi
al
Health

24. Bad
Effect of
Merging
Customer
Service
Shareholders
General
Public
Monitoring,
Regulation
and Control

25. overview
• A corporate merger or acquisition can have a
profound effect on a company’s growth prospects
and long-term outlook. But while an acquisition
can transform the acquiring company literally
overnight, there is a significant degree of
risk involved, as mergers and acquisitions
(M&A) transactions overall are estimated to only
have a 50% chance of succes

27. THANK YOU