Modupe Gbadeyanka
By Modupe Gbadeyanka
Months after merging with Kalambaina Cement owned by BUA Group, the board of Cement Company of Northern Nigeria (CCNN) is considering another merger with Obu Cement Company Plc.
In a notice to the Nigerian Stock Exchange (NSE) on Wednesday, CCNN said it has already gone far with the proposed transaction, noting that it presently needs the authorisation of respective shareholders of the companies involved in the deal.
From the disclosure, CCNN said after the completion of the merger, the company will be delisted on the stock exchange, while the new entity, Obu Cement Company, will join the local bourse.
CCNN said it has already secured the requisite pre-merger approvals from the Federal Competition and Consumer Protection Commission (FCCPC) and the Securities and Exchange Commission (SEC), while it has received a ‘no-objection’ from the NSE.
It said the merger became necessary in order to capture the cement industry in Nigeria. The company said its shareholders will receive shares of Obu Cement in the ratio stated in the respective Scheme Documents.
“The boards of Cement Company of Northern Nigeria Plc (CCNN) and Obu Cement Company Plc (Obu Cement) are exploring a merger of both entities (Proposed Merger) due to a joint aspiration to ensure that the enlarged company is well positioned to grow and expand in the Nigerian cement industry.
“The requisite pre-merger approvals have been obtained from the Federal Competition and Consumer Protection Commission (FCCPC) and the Securities and Exchange Commission (SEC), while a no-objection to the Proposed Merger has been obtained from the Nigerian Stock Exchange (The NSE).
“Furthermore, the order from the Federal High Court (FHC) to convene the separate Court-Ordered Meetings of CCNN and Obu Cement has been obtained.
“Shareholders and other stakeholders are further advised that under the terms and conditions of the Proposed Merger, all the assets, liabilities and undertakings of CCNN, including employees, real property and intellectual property rights, will be assumed by Obu Cement upon completion of the Proposed Merger. “The consideration to shareholders of CCNN will be ordinary shares of Obu Cement. Obu Cement will remain the surviving entity. Consequently, CCNN will be delisted from The NSE and Obu Cement will be listed on The NSE in its place.
“The share exchange ratio, as well as other terms and conditions of the Proposed Merger are provided in the respective Scheme Documents which will be dispatched to all shareholders of CCNN and Obu Cement. The respective Board of Directors recommend the Proposed Merger to shareholders and will be seeking their support and approval at the respective Court-Ordered Meetings.
“The completion of the Proposed Merger is subject to the approval of the respective shareholders of CCNN and Obu Cement and the final regulatory approvals from the SEC, the FCCPC, The NSE, Federal Inland Revenue Service, as well as the sanction by the FHC.
“Further developments will be communicated to shareholders and other stakeholders in due course,” the notice said.
