2, Huaxin Building Materials issued a notice. (Hereinafter referred to as the "Buyer") to acquire the shares of Holcim Philippines Inc. (Hereinafter referred to as "HPI") indirectly and directly held by Holderfin B. V. (Hereinafter referred to as the "Seller") in two stages. As the seller holds 100% of the Holchin B. V., the largest shareholder of Huaxin Building Materials, this transaction constitutes a related party transaction, but does not constitute a major asset reorganization.
According to the disclosure, the first stage is based on the HPI enterprise value of $780 million corresponding to 100% equity, and indirectly acquires 67.623% equity of HPI through the acquisition of three shareholding companies at a cost of about $527 million.
In the second stage, the buyer will exercise the call option or the seller will exercise the put option to acquire about 31.377% of HPI directly held by the seller after three years, with a consideration of not less than $280 million.
The announcement said that under the situation of structural adjustment of domestic building materials industry demand, we should actively respond to the state's policies on encouraging listed companies to focus on their main industries, encouraging industry mergers and acquisitions, equity incentives and other related industries, relying on China's industrial technology advantages, complete industrial chain advantages and technical personnel advantages, and select overseas high-quality assets as targets. Make full use of the company's technology accumulation and overseas development experience in merger and acquisition integration to carry out technological transformation and management system introduction of the target, realize cost reduction, production increase, efficiency improvement and other mergers and acquisitions value-added, enhance the company's business scale and profitability, enhance the company's long-term competitiveness, and enhance shareholders'returns. Although this transaction is a connected transaction, it is still an asset allocation optimization by Holcim, the largest shareholder of the Company, in view of Huaxin's excellent technology and supply chain integration capabilities, and is conducive to the development of Huaxin's overseas business and the expansion of new markets. The core target company of this
transaction has abundant limestone resources, obvious location advantages and considerable potential for technology and management optimization. It is a good target for mergers and acquisitions and is expected to become another important profit support point for the company in Southeast Asia.
The announcement shows that HPI is a joint stock limited company registered in 1964 with a registered address of Dayi City, Philippines, and a registered capital of 10 billion Philippine pesos. At present, the core business of HPI includes the production and sales of clinker , cement, aggregate and dry-mixed mortar. It has four large-scale cement plants and one grinding station in the Philippines, with an annual output of 5.2 million tons of clinker and 9 million tons of cement, covering the core markets of Luzon and Mindanao.
According to the financial report, HPI achieved an operating income of $375 million in 2025, but a net profit of- $65.271 million; during January to April 2026, HPI achieved an operating income of $131 million and a net profit of- $5.19 million.
Huaxin Building Materials believes that the core target company of this transaction has four cement clinker integrated chemical plants and a cement grinding station in the Philippine Luzon and the core area of Mindanao Island, and has considerable potential for technology and management optimization after M & A. In addition, the acquisition will also improve the industrial layout of Huaxin Building Materials in Southeast Asia, further expand the scale of global production capacity, and enhance the company's international market influence and anti-cyclical operation ability.
At the same time, considering the economic development prospects, industry structure and market environment of the Philippines, it is expected that the performance of the core target companies will steadily improve in the future operating period, and after the delivery, it is expected to have a positive impact on the long-term financial performance of the listed companies.
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