| | Share Purchase Agreement
On December 15, 2025, Holcim entered into a Share Purchase Agreement (the "Purchase Agreement") with (i) the marital community property (sociedad conyugal) formed by Eduardo Hochschild Beeck, a Peruvian citizen and resident, and Mariana Violeta Correa Sabogal de Hochschild, a Peruvian citizen and resident, (ii) Farragut Holdings, Inc., a Cayman limited company ((i) and (ii) collectively, the "Sellers") and (iii) Eduardo Hochschild Beeck, as representative of the Sellers, pursuant to which Holcim agreed to acquire from the Sellers 99.99% of the issued and outstanding shares of common stock of Inversiones (the "Inversiones Shares") in exchange for an aggregate cash purchase price of S/1,850,370,000 (the "Inversiones Acquisition"). The Inversiones Acquisition was consummated on March 30, 2026. The purchase price for the Inversiones Acquisition was funded from Holcim's working capital.
Inversiones owns 50.01% of the issued and outstanding Common Shares, which Common Shares are indirectly owned by Holcim following the Inversiones Acquisition.
Under the terms of the Purchase Agreement and based on Peruvian law, Holcim shall launch and complete a public tender offer for at least an additional 24.99% of the Common Shares within the timeframe permitted under Peruvian law (the "Public Tender Offer"). Within ten (10) Peruvian business days following the closing of the Inversiones Acquisition, Holcim must request that the Securities Market Superintendency (the "SMV") appoint a valuation entity to determine the minimum price Holcim may offer for the Common Shares in the Public Tender Offer. Under Peruvian law, the Public Tender Offer must be carried out within a period of six (6) months following the closing of the Inversiones Acquisition, or within five (5) Peruvian business days following the submission of the valuation report by the valuation firm to the SMV. Holcim intends to conduct the Public Tender Offer in accordance with U.S. and Peruvian law and in accordance with the terms of the Purchase Agreement. As of the date hereof, Holcim has not launched the Public Tender Offer.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 99.1 to this Schedule 13D and is incorporated herein by reference.
The Purchase Agreement has been filed herewith to provide investors and securityholders with information regarding its terms. It is not intended to provide any other factual information about the Company, Inversiones or Holcim. The Purchase Agreement contains representations, warranties and covenants that the parties to the Purchase Agreement made to one another as of specific dates. The assertions embodied in those representations, warranties and covenants were made solely for purposes of the Purchase Agreement and the allocation of risk between the parties thereto and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating their terms, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Purchase Agreement. Further, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to investors or securityholders. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement. Accordingly, investors should not necessarily rely on the representations and warranties contained in the Purchase Agreement as representations regarding the current status of the businesses related to the Purchase Agreement.
General
The Reporting Persons acquired the Common Shares for corporate and strategic investment purposes as a manufacturer of construction and building materials and to expand Holcim's presence in Peru. Pursuant to the Purchase Agreement, and in accordance with Peruvian law, Holcim is obligated to launch and consummate the Public Tender Offer for Common Shares. On March 30, 2026, Holcim designated Santiago Maria Ojea Quintana and Simon Rolf Kronenberg as directors to the board of directors of the Company (the "Board"). Following consummation of the Public Tender Offer, Holcim intends to delist the Common Shares (traded in the form of American Depositary Shares) from the New York Stock Exchange and deregister the Common Shares under the Exchange Act. Subject to a number of factors, including market conditions and their general investment and trading policies, the Reporting Persons may, in the ordinary course of their business, acquire additional shares or dispose of the Common Shares that they beneficially own. These acquisitions or dispositions may occur in open market transactions, privately negotiated transactions or through other methods.
The Reporting Persons intend to review their investment in the Company on an ongoing basis and, in the course of their review, may take actions (including through their affiliates) with respect to their investment in the Company, including communicating with the board of directors of the Company (the "Board"), members of management or other security-holders of the Company, or other third parties from time to time, taking steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial, regulatory, technical and/or industry advisors, to assist in any review, and evaluating strategic alternatives as they may become available. Such discussions and other actions may relate to various alternative courses of action, including, without limitation, (i) those related to an extraordinary corporate transaction (including, but not limited to a merger, reorganization or liquidation) involving the Company or any of its subsidiaries, (ii) business combinations involving the Company or any of its subsidiaries, (iii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries, (iv) material asset purchases, (v) the formation of joint ventures with the Company or any of its subsidiaries or the entry into other material projects, (vi) material changes in the present business, operations, strategy, future plans or prospects of the Company, (vii) financial or governance matters, (viii) other material changes in the Company's business or corporate structure, (ix) changes to the Board (including Board composition) or management of the Company, (x) acting as a participant in debt financings of the Company or any of its subsidiaries, (x) changes to the capitalization, ownership structure, dividend policy, business or corporate structure or governance documents of the Company, (xi) the acquisition or disposition of Common Shares, including through derivative transactions which may include security-based swaps and short sales, (xii) changes in the Company's organizational documents or other actions that may impede the acquisition of control of the Company by any person, (xiii) de-listing or de-registration of the Company's securities, or (xiv) any action similar to those enumerated above. Such discussions and actions may be preliminary and exploratory in nature, and not rise to the level of a plan or proposal. Subject to the terms and conditions of the documents described herein to which the Reporting Persons are a party, the Reporting Persons or their affiliates may seek to acquire securities of the Company, including Common Shares and/or other equity, debt, notes or other financial instruments related to the Company or the Common Shares (which may include rights or securities exercisable or convertible into securities of the Company), and/or sell or otherwise dispose of some or all of such Company securities or financial instruments from time to time, in each case, in open market or private transactions, registered offerings, block sales or otherwise. Any transaction that any of the Reporting Persons or their affiliates may pursue, subject to the terms and conditions of the documents described herein to which the Reporting Persons are a party, may be made at any time and from time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of the Company's securities or other financial instruments, the Reporting Persons' or such affiliates' trading and investment strategies, subsequent developments affecting the Company, the Company's business and the Company's prospects, other investment and business opportunities available to such Reporting Persons and their affiliates, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by such Reporting Persons and such affiliates.
The Reporting Persons intend to review their investment in the Company from time to time on the basis of various factors, including the Company's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Company's shares in particular, as well as other developments. |
