Holcim (CPAC) secures indirect majority stake in Cementos Pacasmayo with synergy targets

Rhea-AI Filing Summary

Cementos Pacasmayo S.A.A. reports that Holcim Ltd. has completed the previously announced transaction to acquire 99.99% of the shares of Inversiones ASPI S.A., which holds 50.01% of Cementos Pacasmayo’s capital stock, giving Holcim indirect majority control of the company. Pacasmayo, a leading Peruvian construction materials producer, reported net sales of $630 million in 2025 and operates three cement plants with around 5 million tons per year of capacity, plus 28 ready-mix and precast plants and more than 300 retail stores. Holcim expects the acquisition to generate recurring annualized synergies of about $40 million by the third year, implying a transaction value at an EBITDA multiple of 7.1x at Holcim Group level and to increase Holcim’s earnings per share and free cash flow from the first year of integration. Holcim also intends to launch a mandatory tender offer in Peru to acquire additional shares in Cementos Pacasmayo and Pacasmayo will adopt the Holcim Group Code of Ethics, while its CEO, Humberto Nadal, will remain CEO and become Chairman of the Board.

Positive

• Strategic change of control with global sponsor: Holcim Ltd. has closed its acquisition of 99.99% of Inversiones ASPI S.A., the holder of 50.01% of Cementos Pacasmayo, bringing Pacasmayo under the control of a large international construction materials group.
• Financially framed as accretive for acquirer: Holcim targets around $40 million in recurring annualized synergies by the third year, cites an implied 7.1x EBITDA multiple, and expects higher earnings per share and free cash flow from the first year of integration.
• Potential liquidity event for minorities: Holcim states its intention to initiate a mandatory tender offer for additional Cementos Pacasmayo shares in accordance with Peruvian law, creating a formal process for minority shareholders to consider.
• Management continuity and governance alignment: CEO Humberto Nadal will remain in his role and become Chairman of the Board, while Cementos Pacasmayo will adopt the Holcim Group Code of Ethics, signaling continuity with enhanced group-level standards.

Negative

• None.

Insights

Cross-border M&A and emerging-markets cement analyst

Holcim’s closing on Pacasmayo’s control is a transformative ownership change with synergy targets and a likely tender offer.

The content confirms that Holcim has closed its acquisition of 99.99% of Inversiones ASPI, which owns 50.01% of Cementos Pacasmayo. This gives Holcim effective control of a Peruvian cement and construction materials platform with $630 million in 2025 net sales and around 5 million tons of cement capacity.

Holcim targets recurring annualized synergies of about $40 million by the third year, implying an EBITDA transaction multiple of 7.1x at group level. It expects the deal to increase its earnings per share and free cash flow from the first year of integration and to reach its return on invested capital objective by the third year, framing the transaction as financially accretive on Holcim’s side.

For Cementos Pacasmayo investors, the key points are the confirmed change in control, continuity of current CEO Humberto Nadal (who will also become Chairman of the Board), adoption of the Holcim Group Code of Ethics, and Holcim’s stated intention to initiate a mandatory tender offer for additional Pacasmayo shares under Peruvian law. Subsequent disclosures around that tender offer will define specific terms for minority shareholders.

Key Figures

2025 net sales: $630 million Target annual synergies: $40 million EBITDA multiple: 7.1x +5 more

8 metrics

2025 net sales $630 million Cementos Pacasmayo reported net sales in 2025

Target annual synergies $40 million Recurring annualized synergies expected by the third year for Holcim Group

EBITDA multiple 7.1x Implied transaction value multiple at Holcim Group level

Cement capacity 5 million tons/year Combined capacity of three Cementos Pacasmayo cement plants

Ready-mix and precast plants 28 plants Total ready-mix concrete and precast facilities operated by Pacasmayo

Retail distribution points 300+ stores Retail stores through which Pacasmayo distributes its products

Indirect stake acquired 50.01% of capital stock Inversiones ASPI’s holding in Cementos Pacasmayo controlled via Holcim’s 99.99% ASPI purchase

Stake in ASPI acquired 99.99% Holcim’s ownership of Inversiones ASPI S.A. shares

Key Terms

material event, conditions precedent, mandatory tender offer, EBITDA multiple, +2 more

6 terms

material event regulatory

"we refer to the material event published on December 16, 2025"

conditions precedent legal

"which was subject to certain conditions precedent (the “Transaction”)"

Conditions precedent are the specific tasks, approvals, or facts that must be satisfied before a contract or transaction becomes effective or a payment is made. Think of them as a checklist you must complete before turning the key on a new machine; if items are missing the deal can be delayed, renegotiated, or canceled. Investors watch these conditions because they determine timing, completion risk, and whether expected benefits will actually occur.

mandatory tender offer regulatory

"Holcim Ltd. intends to initiate a mandatory tender offer process"

A mandatory tender offer is a legally required offer by a buyer who gains control of a company to purchase shares from remaining shareholders at a specified price. Investors are affected because it gives them a clear chance to sell at the stated price when ownership changes, similar to a new owner of a building being obliged to offer to buy other units so everyone has the same exit option and price.

EBITDA multiple financial

"implies that the transaction value represents an EBITDA multiple of 7.1x"

return on invested capital financial

"and the return on invested capital in the third year"

A percentage that shows how effectively a company turns the money invested in its business—both borrowed funds and shareholders’ equity—into operating profit after taxes. It tells investors whether a company earns more from its core operations than it costs to fund those operations; think of it like the annual return you’d expect from renovating a rental property—higher percentages mean the company uses capital more efficiently and is more likely to create value for shareholders.

Code of Ethics regulatory

"Additionally, Cementos Pacasmayo will adopt the Holcim Group Code of Ethics"

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15b-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2026

Commission File Number 001-35401

CEMENTOS PACASMAYO S.A.A.

(Exact name of registrant as specified in its charter)

PACASMAYO CEMENT CORPORATION

(Translation of registrant’s name into English)

Republic of Peru

(Jurisdiction of incorporation or organization)

Calle La Colonia 150, Urbanización El Vivero

Surco, Lima

Peru

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒      Form 40-F ☐

CEMENTOS PACASMAYO S.A.A.

The following exhibit is attached:

EXHIBIT NO.		DESCRIPTION
99.1		Material Event

1

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CEMENTOS PACASMAYO S.A.A.

By:	/s/ DIEGO RODA LYNCH
Name:	Diego Roda Lynch
Title:	Alternate Stock Market Representative
Date:	March 31, 2026

2

Exhibit 99.1

Calle La Colonia N° 150

Urb. El Vivero - Santiago de Surco

Tel: 317-6000

Lima, March 30, 2026

Sirs

SUPERINTENDENCIA DEL MERCADO DE VALORES – SMV

Avenida Santa Cruz 315

Miraflores.-

Subject: Material Event

Dear sirs:

We refer to the material event published on December 16, 2025, through which we informed the market about the execution of a share purchase agreement for the acquisition, by Holcim Ltd., of 99.99% of the shares representing the capital stock of Inversiones ASPI S.A. (holder of 50.01% of the capital stock of Cementos Pacasmayo S.A.A.), which was subject to certain conditions precedent (the “Transaction”).

In that sense, pursuant to the provisions of Article 30 of the Single Ordered Text of the Securities Market Law, approved by Supreme Decree No. 020-2023-EF (the “Law”) and the Regulation of Material Events and Reserved Information, approved by SMV Resolution No. 005-2014-SMV/01 (the “Regulation”), we hereby communicate as a material event that, as reported to us by our shareholder Inversiones ASPI S.A., all conditions precedent for the closing of the aforementioned Transaction having been met, Holcim Ltd., a limited company incorporated under the laws of Switzerland, has today acquired 99.99% of the shares representing the capital stock of Inversiones ASPI S.A., which in turn is the holder of 50.01% of the capital stock of Cementos Pacasmayo S.A.A.

Additionally, we attach to this communication a press release published today regarding the aforementioned Transaction.

Sincerely,

CEMENTOS PACASMAYO S.A.A.

Stock Market Representative

Diego Roda Lynch

1/3

HOLCIM SUCCESSFULLY COMPLETED THE ACQUISITION OF THE INDIRECT MAJORITY STAKE IN CEMENTOS PACASMAYO

● The acquisition is a milestone in Holcim’s expansion in Latin America, bringing a complementary portfolio of construction materials to Peru.

● Cementos Pacasmayo has a complementary portfolio of construction materials and solutions in Peru, reported net sales of 630 million dollars and an EBITDA margin of 24% in 2025.

● Holcim expects the transaction to generate recurring (annualized) synergies of around 40 million USD by the third year for the Holcim Group, which implies that the transaction value represents an EBITDA multiple of 7.1x consolidated at the Holcim Group level; and increases the earnings per share of Holcim Ltd. from the first year of integration.

Lima, Perú – Holcim Ltd. finalized the acquisition of the indirect majority stake in Cementos Pacasmayo, a leading Peruvian producer of construction materials with reported net sales of 630 million dollars in 2025. The synergistic acquisition expands Holcim’s portfolio of construction materials and solutions in Peru and is expected to accelerate profitable growth in the Latin American region, in line with its NextGen Growth 2030 strategy.

“I give a warm welcome to the more than 2,000 employees of Cementos Pacasmayo to the Holcim family. Working together, we will build on the exceptional legacy of Cementos Pacasmayo in Peru, driven by a deep commitment to people and customers. This synergistic acquisition gives us a complementary and highly profitable portfolio of construction materials and solutions in Peru and is fully aligned with our NextGen Growth 2030 strategy to accelerate our growth in Latin America,”, stated Miljan Gutovic, CEO of Holcim Group.

Founded 68 years ago, Cementos Pacasmayo operates three cement plants with a combined capacity of around 5 million tons per year, as well as a total of 28 ready-mix concrete and precast plants. The company distributes through more than 300 retail stores that will complement Disensa, Holcim’s leading construction materials and solutions franchise network in Latin America. Likewise, the company has developed digital platforms to drive customer-centric services and administrative productivity.

“This milestone confirms the strength of a company that for almost seven decades has grown with discipline, ethics, and customer focus. Our essence and our commitment to people and the development of the country remain intact. We also want to express our deep gratitude to the Hochschild Group for the years of work, dedication, and trust that have been fundamental in the construction and consolidation of our company. We remain with the values that we learned from them. This new stage allows us to project our capabilities onto a larger scale, with the same long-term vision that has guided our history: we will always put people above everything,” said Humberto Nadal, CEO of Cementos Pacasmayo, who will continue in his role as CEO and will take over as Chairman of the Board of Directors of Cementos Pacasmayo

2/3

Comunicado de prensa

Holcim expects the transaction to generate recurring (annualized) synergies of around 40 million USD by the third year for the Holcim Group, which implies that the transaction value represents an EBITDA multiple of 7.1x consolidated at the Holcim Group level; and increases the earnings per share of Holcim Ltd. and free cash flow from the first year of integration, and the return on invested capital in the third year.

Additionally, Cementos Pacasmayo will adopt the Holcim Group Code of Ethics.

Holcim Ltd. intends to initiate a mandatory tender offer process to acquire additional shares in Cementos Pacasmayo, in accordance with Peruvian laws.  

About Holcim Group:

Holcim (HOLN) is the leader in sustainable construction, with net sales of CHF 16.3 billion in 2024, generating value across the entire construction environment, from infrastructure and industry to buildings and housing. Headquartered in Zug, Switzerland, Holcim has more than 45,000 employees in 43 strategic markets in Europe, Latin America, Asia, the Middle East, and Africa.

Holcim offers high-value integrated solutions in Construction Materials and Solutions, including everything from foundations and floors to roofs and walls, driven by premium brands such as ECOPact, ECOPlanet, ECOCycle^®, and Elevate.

In Latin America, Holcim has a presence in Argentina, Colombia, Costa Rica, Ecuador, El Salvador, Guatemala, Mexico, Nicaragua, Peru, and the French Antilles, and is the company behind some of the most trusted brands in the construction sector, such as Disensa, PASA, INDAR, Quimexur, Tensolite, Minerales y Agregados, Holcim Modular Solutions, Geocycle, Comacsa, Mixercon, Luren, Horcrisa, among others.

Learn more about Holcim at www.holcim.com and follow us on LinkedIn.

About Holcim Peru

Peru operates through three business units: Holcim (cement and concrete), Agregados (white cement and non-metallic aggregates), and Soluciones (mortars and precasts). With more than 900 employees, the company drives more efficient, sustainable construction centered on people, contributing to the country’s progress through high-performance products, innovation, and environmental commitment.

About Pacasmayo

Pacasmayo is a Peruvian company with 68 years of experience, dedicated to the production, commercialization, and distribution of cement and construction solutions. Its purpose, “Building Together the Future We Dream Of,” guides each of its actions. In line with its strategic focus, the company places the customer at the center of its business model, promoting initiatives that strengthen its contribution to the development and well-being of the country.

3/3

FAQ

What ownership change at Cementos Pacasmayo (CPAC) does Holcim’s transaction complete?

Holcim Ltd. has acquired 99.99% of Inversiones ASPI S.A., which owns 50.01% of Cementos Pacasmayo’s capital stock. This gives Holcim indirect majority control of Pacasmayo, shifting the company under a global construction materials group.

How large is Cementos Pacasmayo’s business after Holcim’s acquisition?

Cementos Pacasmayo reported net sales of $630 million in 2025 and operates three cement plants with around 5 million tons per year of capacity, 28 ready-mix and precast plants, and over 300 retail stores across Peru.

What synergies and valuation metrics does Holcim expect from acquiring Cementos Pacasmayo?

Holcim expects recurring annualized synergies of about $40 million by the third year at group level. It states that the transaction value implies an EBITDA multiple of 7.1x and should increase its earnings per share and free cash flow from year one.

Will there be a tender offer for additional Cementos Pacasmayo (CPAC) shares?

Holcim Ltd. intends to initiate a mandatory tender offer process to acquire additional Cementos Pacasmayo shares in line with Peruvian law. The filing does not detail specific tender price or timing terms, which would come through subsequent regulatory communications.

What management and governance changes are planned at Cementos Pacasmayo after Holcim’s deal?

CEO Humberto Nadal will continue as CEO and also become Chairman of the Board of Directors. Cementos Pacasmayo will adopt the Holcim Group Code of Ethics, aligning its governance and ethical standards with those of Holcim’s global operations.

How does Holcim describe Cementos Pacasmayo’s role in its Latin American strategy?

Holcim calls Pacasmayo a leading Peruvian construction materials producer and says the acquisition expands its portfolio in Peru. It links the deal to its NextGen Growth 2030 strategy, aiming to accelerate profitable growth in the Latin American region.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 MATERIAL EVENT 21.2 KB