Holcim advances full tender offer plans for Cementos Pacasmayo

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.

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.

Insights

Cross-border M&A and securities analyst

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

Holcim ownership in Inversiones ASPI S.A.: 99.99% Target of planned tender offer: Up to 100% of remaining shares Reference fiscal year for audited statements: Fiscal year 2025 +1 more

4 metrics

Holcim ownership in Inversiones ASPI S.A. 99.99% Direct control stake in tender offer vehicle

Target of planned tender offer Up to 100% of remaining shares Common shares not owned by Inversiones ASPI S.A.

Reference fiscal year for audited statements Fiscal year 2025 Holcim audited annual consolidated financial statements

Interim financials date June 2026 Holcim unaudited interim consolidated and, if applicable, separate statements

Key Terms

Tender Offer (OPA), Superintendencia del Mercado De Valores – SMV, Material Event, Schedule 13D, +1 more

5 terms

Tender Offer (OPA) financial

"the obligation of Holcim Ltd. to launch a subsequent Tender Offer (OPA) for the common shares"

Superintendencia del Mercado De Valores – SMV regulatory

"Sirs Superintendencia del Mercado De Valores – SMV Lima.- In accordance with the provisions"

Material Event regulatory

"In line with the material events published by Cementos Pacasmayo S.A.A."

Schedule 13D regulatory

"Holcim Ltd. informed us that it has filed with the (SEC) an amendment to the form known as Schedule 13D"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

indirect acquisition of its controlling interest financial

"as a result of the indirect acquisition of its controlling interest, we hereby inform"

FAQ

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

What did Cementos Pacasmayo (CPAC) disclose about Holcim’s tender offer plans?

Cementos Pacasmayo disclosed that Holcim informed the company it has asked Peru’s SMV for exemptions under Tender Offer Regulations. These exemptions would allow Holcim to structure a tender offer for the company’s shares under specific conditions and using particular financial statements.

Through which entity would Holcim conduct the Cementos Pacasmayo tender offer?

Holcim seeks SMV approval to conduct the tender offer through Inversiones ASPI S.A. This entity is directly controlled 99.99% by Holcim and is already the majority shareholder of Cementos Pacasmayo, making it the proposed vehicle for the transaction.

What share percentage could Holcim’s planned tender offer for CPAC target?

Holcim’s request states that the tender offer will be launched for up to 100% of the remaining common shares representing Cementos Pacasmayo’s share capital that are not owned by Inversiones ASPI S.A. This targets all outstanding shares outside the majority shareholder’s current holdings.

Which financial statements does Holcim propose to use for the Cementos Pacasmayo tender offer?

Holcim asked the SMV to accept its audited annual consolidated financial statements for fiscal year 2025 and unaudited interim consolidated financial statements as of June 2026. If applicable, it would also provide unaudited interim separate financial statements as of June 2026.

How is the SEC involved in Holcim’s stake in Cementos Pacasmayo (CPAC)?

Holcim informed Cementos Pacasmayo that it filed an amendment to its Schedule 13D with the U.S. SEC. Schedule 13D amendments update significant shareholding information for U.S. investors, and the document is accessible through the SEC’s EDGAR website.

What prior events led to Holcim’s obligation to launch a tender offer for CPAC shares?

The company references material events from March 30, 2026 and May 14, 2026. Those events disclosed Holcim’s obligation to launch a subsequent tender offer after it indirectly acquired a controlling interest in Cementos Pacasmayo’s share capital.

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

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

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Accepted by SEC EDGAR 06/17/2026 - 04:36 PM EDT Learn about SEC filing dates

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

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 COMMUNICATION OF MATERIAL EVENT 8.2 KB