Holcim eyes full CPAC float via tender offer through Inversiones ASPI S.A.
Rhea-AI Filing Summary
Cementos Pacasmayo S.A.A. reports a key update on the potential tender offer for its shares following Holcim Ltd.’s earlier indirect acquisition of control. Holcim has informed the company that it requested the Peruvian securities regulator (SMV) to grant exemptions from certain Tender Offer Regulations.
Holcim seeks SMV approval to launch the tender offer through Inversiones ASPI S.A., a vehicle it controls 99.99% and which already is the company’s majority shareholder. Holcim also requested to use its audited consolidated financial statements for fiscal year 2025 and unaudited interim consolidated, and if applicable separate, financial statements as of June 2026.
According to Holcim’s request, the tender offer is expected to be launched for up to 100% of the remaining shares representing Cementos Pacasmayo’s share capital that are not owned by Inversiones ASPI S.A. The company also notes that Holcim has filed an amendment to its Schedule 13D with the U.S. SEC, providing additional disclosure to investors.
Positive
- None.
Negative
- None.
Insights
Holcim moves toward a full tender offer for Cementos Pacasmayo, subject to regulatory exemptions.
The communication explains that Holcim Ltd., after indirectly acquiring control of Cementos Pacasmayo, is working with Peru’s SMV to shape the required tender offer. Holcim requested exemptions so it can conduct the offer via Inversiones ASPI S.A., which it owns 99.99% and which already holds a majority stake.
Holcim’s request also asks the SMV to accept specific financial statements: audited consolidated accounts for fiscal year 2025, plus unaudited interim consolidated and, if applicable, separate financial statements as of June 2026. These documents would support the tender offer documentation under Peruvian rules.
The request states that the tender offer would target up to 100% of Cementos Pacasmayo’s remaining share capital not already owned by Inversiones ASPI S.A. Actual timing, pricing, and final SMV decisions are not described in this text, so the practical impact will depend on future regulatory responses and the tender offer terms that Holcim ultimately files.
Key Figures
Key Terms
Tender Offer (OPA) financial
Superintendencia del Mercado De Valores – SMV regulatory
Material Event regulatory
Schedule 13D regulatory
indirect acquisition of its controlling interest financial
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 June 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 | Communication of 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: | Stock Market Representative | |
| Date: | June 17, 2026 |
2
Exhibit 99.1
Calle La Colonia N° 150,
Urb. El Vivero - Santiago de Surco
Tel: 317-6000
Lima, June 17, 2026
Sirs
Superintendencia del Mercado De Valores – SMV
Lima.-
| Reference: | Communication of Material Event |
In accordance with the provisions of Article 30 of the Consolidated Text of the Securities Market Law and the Regulation on Material Events and Reserved Information, approved by SMV Resolution No. 005-2014-SMV/01, we hereby inform you of the following
In line with the material events published by Cementos Pacasmayo S.A.A. (the “Company”) on March 30, 2026 and May 14, 2026, through which the obligation of Holcim Ltd. to launch a subsequent Tender Offer (OPA) for the common shares representing the Company’s share capital was disclosed, as a result of the indirect acquisition of its controlling interest, we hereby inform that today Holcim Ltd. has informed the Company that it has requested from the SMV an exemption from compliance with certain requirements set forth in the Tender Offer Regulations, so that the SMV may allow Holcim Ltd. to: (a) carry out the Tender Offer through Inversiones ASPI S.A. (a company directly controlled 99.99% by Holcim Ltd. and the majority shareholder of the Company) and (b) submit the audited annual consolidated financial statements of Holcim Ltd. for fiscal year 2025; and the unaudited interim consolidated financial statements of Holcim Ltd. as of June 2026 and, if applicable, the unaudited interim separate financial statements of Holcim Ltd. as of June 2026. In such request, Holcim Ltd. has also indicated that the aforementioned Tender Offer will be launched for up to 100% of the remaining shares representing the Company’s share capital that are not owned by Inversiones ASPI S.A.
Likewise, we hereby inform you that, today, Holcim Ltd. informed us that it has filed with the United States Securities and Exchange Commission (SEC) an amendment to the form known as Schedule 13D, which is available at the following link:
https://www.sec.gov/Archives/edgar/data/1221029/000110465926074814/xslSCHEDULE_13D_X02/primary_doc.xml
Without further matters to address, we remain yours sincerely.
Sincerely,
CEMENTOS PACASMAYO S.A.A.
Diego Roda Lynch
Stock Market Representative