Ambuja Cements fell the most in more than two decades after parent Holcim asked the Indian company to pay $593 million to buy its stake in a subsidiary. “Ambuja will be parting away with its huge cash balance without any EPS accretion”

Holcim Revamp Triggers Triggers 15% Plunge at Ambuja

Ambuja Cements Ltd. fell the most in more than two decades as analysts cut recommendations for the stock after parent Holcim Ltd. (HOLN) asked the Indian company to pay $593 million to buy its stake in a subsidiary.

Ambuja plunged 12.7 percent to 167 rupees at 11:28 a.m. in Mumbai, the sharpest slump since April 1992. Ambuja will buy Holcim’s 50.01 percent stake in ACC Ltd. (ACC) by paying 35 billion rupees ($593 million) to the world’s biggest cement maker and a share swap. ACC tumbled 4.3 percent to 1,178 rupees.Brokerages including Bank of America Corp. and Religare Capital Markets cut their recommendation on Ambuja, saying the transaction won’t benefit minority shareholders. The value of the deal equals 92 percent of Ambuja’s cash and short-term investments, data compiled by Bloomberg show.

“Ambuja Cements will be parting away with its huge cash balance without any earnings per share accretion,” said Ajit Motwani, an analyst with Emkay Global Financial Services Ltd., who pared his recommendation on the stock to reduce from hold. The transaction “dilutes standards of corporate governance that could further impact its valuation.”

Ambuja held 38 billion rupees in cash and short-term investments as of March 31, the data show.

The transaction will have a “synergy potential” of 9 billion rupees to be got over two years after the deal is completed, Ambuja said in a statement yesterday. The benefits will be almost equally shared between ACC and Ambuja, according Onne Van Der Weijde, managing director of Ambuja Cements.

Mumbai-based Ambuja will first acquire a 24 percent stake in Holcim India Pvt. for 35 billion rupees. Holcim India will then be folded into Ambuja. That will enable Ambuja to control Holcim India’s 50.01 percent stake in ACC. Holcim India also owns 9.76 percent of Ambuja. Jona, Switzerland-based Holcim will control 61.39 percent of Ambuja after the merger.

Separate Brands

Ambuja will spend as much as 30 billion rupees to boost its stake in ACC by 10 percent without triggering an open offer for the remainder of the stock, according to the statement.

“ACC and Ambuja will remain separate brands with their separate management teams,” Der Weijde said in a conference call yesterday. “We have no plans to delist ACC and I want to be very clear about this.”

Holcim paid 21 billion rupees for a 14.8 percent stake in Gujarat Ambuja Cements Ltd. (ACEM) in January 2006. The holding was raised later by 20 percent following an open offer. Holcim bought shares in ACC a year earlier.

Bank of America lowered its rating on Ambuja “despite expected industry-wide earnings improvement,” Reena Verma and Amit Rathi, analysts at the brokerage, wrote in a report. “The upside potential from Ambuja’s earnings per share recovery may be dulled by potential concerns over the treatment of minority shareholders vis-a-vis its controlling shareholder.”

To contact the reporters on this story: George Smith Alexander in Mumbai at galexander11@bloomberg.net; Bhuma Shrivastava in Mumbai at bshrivastav1@bloomberg.net

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Kee Koon Boon (“KB”) is the co-founder and director of HERO Investment Management which provides specialized fund management and investment advisory services to the ARCHEA Asia HERO Innovators Fund (www.heroinnovator.com), the only Asian SMID-cap tech-focused fund in the industry. KB is an internationally featured investor rooted in the principles of value investing for over a decade as a fund manager and analyst in the Asian capital markets who started his career at a boutique hedge fund in Singapore where he was with the firm since 2002 and was also part of the core investment committee in significantly outperforming the index in the 10-year-plus-old flagship Asian fund. He was also the portfolio manager for Asia-Pacific equities at Korea’s largest mutual fund company. Prior to setting up the H.E.R.O. Innovators Fund, KB was the Chief Investment Officer & CEO of a Singapore Registered Fund Management Company (RFMC) where he is responsible for listed Asian equity investments. KB had taught accounting at the Singapore Management University (SMU) as a faculty member and also pioneered the 15-week course on Accounting Fraud in Asia as an official module at SMU. KB remains grateful and honored to be invited by Singapore’s financial regulator Monetary Authority of Singapore (MAS) to present to their top management team about implementing a world’s first fact-based forward-looking fraud detection framework to bring about benefits for the capital markets in Singapore and for the public and investment community. KB also served the community in sharing his insights in writing articles about value investing and corporate governance in the media that include Business Times, Straits Times, Jakarta Post, Manual of Ideas, Investopedia, TedXWallStreet. He had also presented in top investment, banking and finance conferences in America, Italy, Sydney, Cape Town, HK, China. He has trained CEOs, entrepreneurs, CFOs, management executives in business strategy & business model innovation in Singapore, HK and China.

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