Senate Approves $1bn Lafarge Sale Despite Unanswered Questions Over 66% Shareholding

Lafarge Africa Plc

The Senate on Thursday approved the continuation of the proposed $1 billion acquisition of Lafarge Africa Plc by a Chinese cement company, despite unresolved concerns raised by lawmakers over the company’s ownership structure, particularly the identity of the owners of the remaining 66 per cent equity in the cement giant.

The decision came seven months after the upper chamber suspended the transaction and constituted an Ad Hoc Committee, chaired by the Senate Minority Leader, Senator Abba Moro, to review the proposed sale by Swiss cement manufacturer Holcim AG.

Presenting the committee’s report during plenary, Moro said the panel had extensively reviewed the transaction, engaged relevant stakeholders and found no legal impediment to the sale. He therefore recommended that the Senate allow the transaction to proceed, subject to strict compliance with all extant Nigerian laws and close regulatory oversight.

The committee recommended that:

“The Senate allow the transaction process concerning the sale of Lafarge Cement Company Plc to Huaxin to scale through. However, all due processes and strict compliance with all Nigerian extant laws on the subject must be followed and adhered to strictly for a hitch-free transaction and transition process.”

It further urged all regulatory authorities involved in the deal to continue exercising their statutory oversight responsibilities to ensure full compliance throughout the transition.

The committee also recommended that the new investors strengthen Corporate Social Responsibility (CSR) programmes to improve relations with host communities where Lafarge operates.

However, the report triggered a spirited debate after Senator Abdul Ningi questioned the ownership details contained in the report, arguing that it failed to disclose the complete shareholding structure of Lafarge Africa.

Ningi noted that the committee disclosed that Nigerian interests, including the Federal Government and local investors, account for only about 16 per cent of the company’s shares, while Holcim, which is divesting, controls 18 per cent.

He said the report was silent on the ownership of the remaining 66 per cent, insisting that the omission left a critical question unanswered.

“I would have imagined that the report of the committee should specifically give us the shareholding structure. Nigerians have about 16 per cent, Lafarge has 18 per cent. Who owns the remaining 66 per cent? We need to understand where we are coming from.

“It is only when we know who owns the remaining shares that we can determine whether Nigerians are actually benefiting from this transaction,” Ningi said.

He argued that without clarity on the majority ownership, senators could not fully appreciate the implications of approving the transaction.

Ningi also dismissed suggestions that the sale represented a transfer of a strategic Nigerian asset, saying available information showed it was merely a transfer of ownership from one foreign company to another.

“There is a misconception about the ownership of Lafarge. The current development is basically the transfer from one foreign ownership to another. Lafarge is a foreign company transferring its shares to another foreign company.

“I would have expected the committee to point us to the specific provisions of Nigerian law that permit such a transfer and to clearly state the ownership structure before asking us to approve the transaction,” he added.

Despite the concerns, no explanation was offered on the Senate floor regarding the ownership of the outstanding 66 per cent equity, and none of the committee members addressed Ningi’s question before the report was adopted.

Senator Danjuma Goje also supported the transaction but urged the Senate to protect host communities from the shortcomings experienced under the current owners.

Goje lamented that Lafarge had failed to honour several Corporate Social Responsibility commitments in Gombe State and urged the Senate to ensure that the incoming investors operate under stricter obligations to their host communities.

Chairman of the Senate Committee on Capital Market, Senator Osita Izunaso, whose committee initially handled the matter before it was referred to the ad hoc committee, endorsed the report and welcomed its recommendations.

Similarly, Senator Shuaib Afolabi Salisu stated that all critical stakeholders participated in the committee’s review and supported its conclusions.

Following the debate, the Senate adopted the report and approved the continuation of the transaction, directing all regulatory agencies to ensure strict compliance with Nigerian laws throughout the acquisition process.

However, the lingering question posed during the debate—who owns the remaining 66 per cent of Lafarge Africa’s shares?—remained unanswered before the Senate gave its approval, leaving some lawmakers unconvinced that the full ownership picture had been disclosed.

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