Cementos Pacasmayo tender offers set S/ 8.93 a share

Georgeson LLC is identified as the information agent for the U.S. offer.

Accepted by SEC EDGAR 10/29/2026 - 05:49 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Cementos Pacasmayo S.A.A. (CPAC) reported that Inversiones ASPI S.A., a subsidiary of Holcim Ltd., formulated a subsequent public tender offer in Peru and a simultaneous U.S. offer for Pacasmayo’s voting common shares. Together, the offers seek to acquire up to 211,882,902 shares, approximately 49.99% of the company’s common shares. The stated cash prices are S/ 8.93 per share and S/ 44.65 per American Depositary Share (ADS), payable in U.S. dollars; each ADS represents five shares.

The U.S. offer was scheduled to commence October 22, 2026, and expire at 4:00 p.m. New York City time on November 20, 2026. It is directed to shareholders resident in the United States and holders of ADSs, regardless of residence. Pacasmayo also submitted a response to the Superintendence of the Securities Market, provided a direct SEC EDGAR link to ASPI’s Schedule TO, the Offer to Purchase dated October 22, 2026, and related exhibits, and identified the company’s Schedule 14D-9.

Filing Explained

The Peruvian securities regulator required Pacasmayo to disclose the U.S.-offer SEC materials and explain why they had not been reported as material facts; Pacasmayo replied that it had already disclosed the offer’s main terms and access routes and pledged to report later changes, extensions or updates.

Key Figures

Maximum shares sought: Up to 211,882,902 voting common shares Share of common shares sought: Approximately 49.99% Cash price per share: S/ 8.93 per share +3 more

6 metrics

Maximum shares sought Up to 211,882,902 voting common shares Combined Peruvian and U.S. offers

Share of common shares sought Approximately 49.99% Combined offers

Cash price per share S/ 8.93 per share Payable in U.S. dollars

Cash price per ADS S/ 44.65 per ADS Payable in U.S. dollars

ADS share ratio 5 shares per ADS Each ADS represents five shares

U.S. offer expiration November 20, 2026, at 4:00 p.m. New York City time U.S. offer schedule

Key Terms

Subsequent Public Tender Offer, American Depositary Shares, Schedule TO, Schedule 14D-9, +1 more

5 terms

Subsequent Public Tender Offer regulatory

"the Subsequent Public Tender Offer formulated by Inversiones ASPI S.A."

American Depositary Shares financial

"holders of American Depositary Shares"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

Schedule TO regulatory

"including the Schedule TO"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

Schedule 14D-9 regulatory

"final content of the Schedule 14D-9 submitted by the Company"

Schedule 14D-9 is a filing with the U.S. Securities and Exchange Commission in which a company publicly states its response and recommendation to an outside bid to buy its shares (a tender offer). Think of it as the company’s advisory note to shareholders explaining whether to sell, keep, or seek alternatives, and why, with facts and reasoning. Investors rely on it to gauge management’s view of the offer’s fairness and the likely impact on value and strategy.

EDGAR technical

"EDGAR system"

EDGAR is a system used by companies to share important financial and business information with the public. It functions like an online filing cabinet where investors can access official reports and documents that help them understand a company's financial health and operations. This transparency allows investors to make more informed decisions, much like checking a company's report card before investing.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What price did the CPAC tender offers set per share and ADS?

The stated cash price is S/ 8.93 per share and S/ 44.65 per ADS, payable in U.S. dollars. Each ADS represents five shares.

How many CPAC shares are ASPI’s combined offers seeking to acquire?

The combined offers seek to acquire up to 211,882,902 voting common shares, representing approximately 49.99% of Pacasmayo’s common shares.

When does CPAC’s U.S. offer expire?

The U.S. offer was scheduled to commence October 22, 2026, and expire at 4:00 p.m. New York City time on November 20, 2026.

Who can participate in CPAC’s U.S. offer?

The U.S. offer is directed to shareholders resident in the United States and to holders of American Depositary Shares, regardless of their place of residence.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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 October 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/ JOSE FELIX VILLAFUERTE MENDOZA
Name:	Jose Felix Villafuerte Mendoza
Title:	Stock Market Representative
Date:	October 29, 2026

2

Exhibit 99.1

 

Calle La Colonia N° 150,

Urb. El Vivero - Santiago de Surco Tel: 317-6000

Lima, October 28, 2026

To:

Superintendencia del Mercado De Valores – SMV

Lima.-

Attention:

Mr. César Figueroa Benites

Acting General Intendant General Intendency of Conduct Supervision

Reference: Official Letter N° 5498-2026-SMV/11.1 (File N° 2026047826)

We address you regarding the reference Official Letter, through which Cementos Pacasmayo S.A.A. (the "Company") is required to disclose as a material event the documentation submitted to the Securities and Exchange Commission in relation to the U.S. Offer, as well as to address the other requirements contained in said Official Letter, attaching a copy thereof.

In response to your requirement, within the term granted under Official Letter N° 5498-2026-SMV/11.1, we hereby submit as a material event the response brief, which is included as an Annex to this communication, together with a copy of the aforementioned Official Letter.

Without further business, we remain yours faithfully,

CEMENTOS PACASMAYO S.A.A.

José Félix Villafuerte Mendoza

Stock Exchange Representative

 

Calle La Colonia N° 150,

Urb. El Vivero - Santiago de Surco Tel: 317-6000

To:

Superintendencia del Mercado De Valores – SMV

Lima.-

Attention:

Mr. César Figueroa Benites

Acting General Intendant General Intendency of Conduct Supervision

Reference: Official Letter N° 5498-2026-SMV/11.1 (File N° 2026047826)

Dear Sirs,

CEMENTOS PACASMAYO S.A.A. (the "Company"), with Single Taxpayer Registry (RUC) N° 20419387658, domiciled for these purposes at Calle La Colonia N° 150, district of Santiago de Surco, province and department of Lima, duly represented by Mr. José Félix Villafuerte Mendoza, identified with DNI N° 46787234, in his capacity as Stock Exchange Representative, respectfully state that:

On October 29, 2026, the Company was notified with Official Letter N° 5498-2026-SMV/11.1 ("Official Letter 5498") by which the General Intendency of Conduct Supervision (the "Intendency") of the Superintendence of the Securities Market ("SMV"), in relation to (i) the Subsequent Public Tender Offer formulated by Inversiones ASPI S.A. ("Aspi"), a subsidiary of Holcim Ltd. ("Holcim"), for the voting common shares of the Company (the "PTO"); and (ii) the simultaneous offer formulated by Aspi in the United States of America (the "U.S. Offer" and, together with the PTO, the "Offers"), required us to disclose as a material fact the documentation submitted to the Securities and Exchange Commission ("SEC") in relation to the U.S. Offer, explain the reasons why such documentation would not have been reported as a material fact, and report on any other information related to the subject matter of Official Letter 5498.

Response to the requirements of Official Letter 5498:

Within the granted term, we proceed to answer each of the requirements made in Official Letter 5498, in the order they were included:

1. Disclose as a material fact the documentation submitted to the SEC in relation to the U.S. Offer, including the Schedule TO, the document titled "Offer to Purchase, dated October 22, 2026," and the other exhibits comprising said submission, attaching the corresponding documents and identifying their direct access links in the SEC's Electronic Data Gathering, Analysis, and Retrieval - EDGAR system.

As a preliminary matter, we clarify that the Company has indeed informed the market, through the material facts channel, of the existence, main terms, and means of access to the documentation of the U.S. Offer, according to the following detail:

Material event of October 21, 2026: the Company reported that it had been notified by Aspi, in its capacity as a subsidiary of Holcim and jointly and severally with it, about the formulation of the PTO and the U.S. Offer. In said material fact, it was reported, among other aspects, that (i) the U.S. Offer is made in compliance with Rules 14D and 14E of the U.S. Securities Exchange Act of 1934 (the "Exchange Act") and is directed at shareholders resident in the United States of America and at holders of American Depositary Shares ("ADS"), each representing five (5) shares, regardless of their place of residence; (ii) the U.S. Offer would commence on October 22, 2026, and expire at 4:00 p.m., New York City time, on November 20, 2026; (iii) the offered price is S/ 8.93 per share and S/ 44.65 per ADS, in cash, payable in United States dollars; (iv) through the Offers, Aspi seeks to acquire in aggregate up to 211,882,902 shares, representing approximately 49.99% of the Company's common shares; and (v) the Offer to Purchase and other documents related to the U.S. Offer are available to interested parties on the SEC website (www.sec.gov) and through Georgeson LLC, information agent for the U.S. Offer.

2

Material event of October 27, 2026: the Company reported that its Board of Directors approved (i) the reasoned report of the Board of Directors issued pursuant to Article 15 of the Regulations on Public Tender Offers and the Purchase of Securities by Delisting, approved by CONASEV Resolution No. 009-2006-EF/94.10 and its amendments, except for the provisions introduced by SMV Resolution No. 008-2026-SMV/01 which are not applicable (the "PTO Regulations"), which was attached in its entirety to said material fact; and (ii) the final content of the Schedule 14D-9 submitted by the Company to the SEC, identifying its direct access link. Notwithstanding the foregoing, in compliance with the Intendency's requirement, through this communication we inform that the documentation submitted by Aspi to the SEC in relation to the U.S. Offer, including the Schedule TO, the Offer to Purchase (dated October 22, 2026), and the other exhibits comprising said submission, can be consulted at the following direct access link of the SEC's EDGAR system:

https://www.sec.gov/Archives/edgar/data/1221029/000114036126040406/ny20083368x1_sctot.htm.

2. Explain the reasons why Pacasmayo (controlled by ASPI and Holcim) did not report as a material event the documentation submitted to the SEC related to the U.S. Offer that has been disclosed on the SEC website as well as on Pacasmayo's website.

As detailed in the response to requirement 1 above, the Company timely communicated as a material event on October 21, 2026, the formulation of the U.S. Offer, its main terms and conditions (recipients, term, price per share and per ADS, payment currency, and maximum number of shares to be acquired in conjunction with the PTO), and the means through which interested parties could access the Offer to Purchase and the other documents of the U.S. Offer, including the SEC website. Furthermore, on October 27, 2026, the Company disclosed as a material event the report of its Board of Directors—which incorporates the Board's position regarding the U.S. Offer—and the direct access link to the Schedule 14D-9 submitted by the Company to the SEC.

3

In this sense, the information with significant influencing capacity linked to the U.S. Offer was made available to the Peruvian market through the material facts channel in a timely manner, without generating information asymmetry between the recipients of the PTO and those of the U.S. Offer.

Consequently, the Company has complied with its obligation to keep the market informed regarding the U.S. Offer and will continue to comply with said obligation, timely reporting, through the material facts channel, any modification, extension, or update to the documentation submitted to the SEC by Aspi and/or the Company in relation to the U.S. Offer.

3. Indicate any other information related to the subject matter of this official letter.

To date, the Company does not have any additional information related to the subject matter of Official Letter 5498 other than that described in this communication and that previously reported as material facts.

Without further business, we remain yours faithfully.

Sincerely,

CEMENTOS PACASMAYO S.A.A.

José Félix Villafuerte Mendoza

Stock Exchange Representative

Annex 1: Copy of Official Letter N° 5498-2026-SMV/11.1

4

Copy of: Official Letter Nº 5498-2026-SMV/11.1

Digitally signed electronic document under Law N° 27269, Digital Signatures and Certificates Law, its Regulations, and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

To:

Mr. Humberto Reynaldo Nadal Del Carpio

CEO

Cementos Pacasmayo S.A.A.

Calle La Colonia N° 150, urbanización El Vivero Santiago de Surco, Lima.

Ref.: File Nº 2026047826

I address you regarding the following offers formulated by Inversiones ASPI S.A. (hereinafter, ASPI), a subsidiary of Holcim Ltd. (jointly and severally liable) and controlling shareholder of Cementos Pacasmayo S.A.A. (hereinafter, Pacasmayo):

(i) Subsequent Public Tender Offer to acquire voting common shares representing the share capital of Cementos Pacasmayo S.A.A. (hereinafter, Subsequent PTO).

(ii) Public offer in the United States of America (hereinafter, U.S. Offer), which is being conducted simultaneously with the Subsequent PTO, to acquire shares issued by Pacasmayo owned by shareholders resident in the United States of America, as well as American Depositary Shares (ADS) each representing five (5) Pacasmayo shares.

Both offers are formulated for ASPI to acquire in aggregate a maximum number of 211,882,902 (two hundred eleven million eight hundred eighty-two thousand nine hundred two) voting common shares representing the share capital of Pacasmayo (in the case of the U.S. Offer, to acquire ADSs), which represent approximately 49.99% of the common shares of said issuer.

In this regard, within the framework of the supervisory actions deployed by the General Intendency of Conduct Supervision - IGSC, it has been noted that both on the website of the Securities and Exchange Commission - SEC¹ and on Pacasmayo's website² documentation related to the U.S. Offer is being disclosed that has not been disclosed by ASPI—in the informative prospectus of the Subsequent PTO submitted to the Superintendence of the Securities Market—nor by Pacasmayo under the material facts channel; furthermore, it has been noted that the documentation submitted to the SEC contains information on the background, terms, conditions, and procedures of the U.S. Offer, as well as details about its relationship with the Subsequent PTO being carried out in Peru, which is relevant for investors to evaluate the Subsequent PTO and make duly informed decisions, rendering it concerning the reasons why such information has not been timely disclosed to the Peruvian securities market in order to avoid information asymmetries among the recipients of the Subsequent PTO.

In this sense, pursuant to the provisions of Articles 9 and 27, numerals 27.1 and 27.3³, of the Regulations on Material Facts and Reserved Information, approved by SMV Resolution N° 005-2014-SMV/01 and its amendments, you are required to:

Disclose as a material fact the documentation submitted to the SEC in relation to the U.S. Offer, including the Schedule TO, the document titled "Offer to Purchase, dated October 22, 2026," and the other exhibits comprising said submission, attaching the corresponding documents and identifying their direct access links in the SEC's Electronic Data Gathering, Analysis, and Retrieval - EDGAR system.

5

Explain the reasons why Pacasmayo (controlled by ASPI and Holcim) did not report as a material fact the documentation submitted to the SEC related to the U.S. Offer that has been disclosed on the SEC website as well as on Pacasmayo's website.

Indicate any other information related to the subject matter of this official letter.

This requirement must be addressed within a maximum term of one (01) business day, counted from the business day following notification of this official letter, through the corresponding "Material Facts" route of the MVNet System, and a copy of this official letter must be attached. Likewise, your company is reminded that, in observance of the cited regulations, it must comply with its obligation to keep the market informed regarding any act, fact, or set of circumstances with significant influencing capacity, and must take the necessary measures to ensure full compliance with the obligations arising from the securities market regulations, as well as to address the requirements made by the Superintendence of the Securities Market; noting that the documentation related to the U.S. Offer—which is related to the Subsequent PTO—as well as its modifications, extensions, and other updates linked to said offer, constitute material facts.

Without further business, I remain yours faithfully.

Sincerely,

César Figueroa Benites

Intendente General (e)

Intendencia General de Supervisión de Conductas

JVB/MAD

BMP/JCG

CC:

Bolsa de Valores de Lima S.A.

Inversiones ASPI S.A.

Holcim Ltd.

6

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 MATERIAL EVENT 30.0 KB