CPAC CEMENTOS PACASMAYO SAA

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Executive Summary

Cementos Pacasmayo filed a 6-K responding to a Peruvian regulator (SMV) information request regarding the Holcim acquisition and mandatory tender offer (OPA). The filing confirms no side agreements beyond the SPA, discloses that Holcim paid S/1,640,327,224.69 for 99.992136% of Inversiones ASPI (implying ~S/6.20 per ASPI share), and notes the OPA process is underway with an independent valuation entity to be selected. This is a procedural regulatory response with no new material financial or operational data.

Actionable Insight

Key Facts

• Holcim paid a total price of S/1,640,327,224.69 for 99.992136% of Inversiones ASPI S.A. (264,602,461 shares), implying ~S/6.1992 per ASPI share.
• No price per CPAC share was expressly agreed; the OPA minimum price will be determined by an independent valuation entity selected by the SMV.
• No additional side agreements, shareholder agreements, or side letters beyond the December 16, 2025 SPA were signed, per sworn declarations from both Holcim and CPAC.
• The due diligence for the transaction was led by Holcim with assistance from Estudio Muñiz, Freshfields US LLP (legal), and Deloitte & Touche S.R.L. (tax/financial); no valuation reports were produced from the due diligence.
• A separate PwC valuation of Inversiones ASPI was commissioned by Farragut Holdings Inc. for Peruvian tax purposes and was delivered confidentially to the SMV.
• The SPA contained customary interim operating covenants (Section 6.01) but imposed no direct obligations on CPAC; CPAC was not a party to the SPA.
• Holcim has requested the SMV to initiate the selection process for the valuation entity that will determine the minimum OPA price.
• The transaction closed on March 30, 2026, with Holcim acquiring a 50.01% indirect stake in CPAC.

Financial Impact

Holcim paid S/1,640,327,224.69 for 99.992136% of Inversiones ASPI, which holds 50.01% of CPAC. No per-share CPAC price was agreed; the OPA minimum price is pending independent valuation.

Risk Factors

• The OPA minimum price determined by the independent valuation could be below current market expectations, creating downside for minority shareholders.
• Holcim has stated its intention to delist the ADSs from the NYSE, which could reduce liquidity and force minority holders to tender at potentially unfavorable terms.
• Regulatory scrutiny from the SMV may delay the OPA process or result in additional information requests.

Market Snapshot

Documents Analyzed

This report is based on 5 SEC documents filed with EDGAR.

US Market Status

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