SigmaRoc acquires billion-euro lime business from CRH in White & Case-led mega deal

The British company SigmaRoc has secured a deal worth approximately one billion euros to acquire the European lime business of Irish construction materials giant Cement Roadstone Holding (CRH). The transaction’s closing is slated for the upcoming year, pending approval from SigmaRoc shareholders.

The acquisition of CRH’s lime division is structured across multiple individual transactions. SigmaRoc’s initial step involves taking control of the lime business in Germany, the Czech Republic, and Ireland. Furthermore, the Irish company has secured purchase options for the lime operations in the United Kingdom and Poland, contingent on the separation of these business segments from CRH. The comprehensive business portfolio spans 16 facilities across Ireland, the UK, Germany, the Czech Republic, and Poland, necessitating consideration of diverse legal jurisdictions.

Details on the reverse takeover

Before the transaction can be finalized, shareholder approval is crucial for SigmaRoc, a company listed on the London Alternative Investment Market. The pivotal vote is scheduled for December 11, underlining the unique nature of this deal—a reverse takeover. In this distinctive maneuver, SigmaRoc, with a market capitalization of around 350 million pounds (409 million euros), is set to acquire business segments valued at nearly one billion euros, surpassing its own market worth.

The financing structure for the deal involves both equity and debt components. SigmaRoc raised £200 million (233.5 million euros) through a capital raise. Additionally, the Irish construction materials company secured a total of €875 million in debt, comprising a senior term facility, a revolving credit facility, and a bridging facility. Banco Santander and BNP Paribas are the lending heavyweights backing this financial arrangement.

The advisors

White & Case, led by David Lewis (pictured, left), Mark Richardson, and Ingrid Wijnmalen (Frankfurt), headed the legal advisory for SigmaRoc. The team navigated through intricacies in German law and addressed country-specific considerations post-transaction.

On the seller’s side, Hengeler Mueller (Frankfurt) played a key role, with Dr. Annika Clauss (pictured, right) and Dr. Frank Burmeister leading the charge in corporate/M&A matters.

The complex transaction also involved a roster of legal advisors from Eversheds, Arthur Cox, Linklaters (Warsaw), and Wolf Theiss (Prague).

Ashurst (London) took the reins in advising the banking consortium, with Tim Rennie leading the team in banking and finance matters. The extensive legal support also involved a team from CMS Cameron McKenna Nabarro Olswang (London) for Liberium.

The notarial work was entrusted to Göring Schmiegelt & Fischer (Frankfurt), with Dr. Martin Schmidt at the helm.