Holcim Acquisition Leads to Change of Control, NYSE Delisting Intent, and Profit Decline for Cementos Pacasmayo
Summary
Cementos Pacasmayo reported a change of control to Holcim Ltd, which intends to delist the company's ADSs from the NYSE, alongside a significant profit decline in 2025 due to acquisition-related expenses and an ongoing regulatory inquiry.
Key Events
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Change of Control Completed
Holcim Ltd acquired 99.99% of Inversiones ASPI S.A. on March 30, 2026, making Holcim the indirect controlling shareholder with a 50.01% stake in Cementos Pacasmayo.
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NYSE Delisting Intention Announced
Holcim filed a Schedule 13D on April 6, 2026, stating its intention to delist CPAC's ADSs from the NYSE and deregister its common shares after a mandatory tender offer (OPA).
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Mandatory Tender Offer Pending
Holcim is required to launch a mandatory public tender offer (OPA) for at least an additional 24.99% of common shares, which has not yet been initiated.
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Significant Profit Decline in 2025
Net profit for 2025 decreased by 22.5% to S/154.2 million, and operating profit declined by 11.2% to S/347.0 million, primarily due to S/77.6 million in one-off expenses associated with the Holcim acquisition.
Analysis
This annual report for fiscal year 2025 confirms a significant change of control, with Holcim Ltd acquiring a 50.01% indirect stake in Cementos Pacasmayo on March 30, 2026. This event has immediate and material implications for U.S. investors, as Holcim has stated its intention to delist the company's American Depositary Shares (ADSs) from the New York Stock Exchange (NYSE) and deregister its common shares after a mandatory tender offer. The filing also reveals a substantial 22.5% decline in net profit for 2025, primarily due to S/77.6 million in one-off expenses related to the acquisition. Additionally, the Peruvian Securities Commission (SMV) is investigating these acquisition-related expenses, adding a layer of regulatory uncertainty. The board of directors has also been reshuffled to reflect the new ownership structure. These developments collectively represent a fundamental shift in the company's ownership, governance, and market presence for U.S. investors, alongside a notable financial setback.
At the time of this filing, CPAC was trading at $10.76 on NYSE in the Manufacturing sector, with a market capitalization of approximately $962.1M. The 52-week trading range was $5.20 to $11.50. This filing was assessed with negative market sentiment and an importance score of 9 out of 10.