ZURICH (Reuters) - Holcim HOLN.VX and Lafarge LAFP.PA outlined an even split of seats on the two cement groups’ post-merger board, but there was no place for Holcim investor Filaret Galchev, who has yet to announce his support for the proposed $40 billion deal.
The inclusion of Galchev or one of his associates could have been a sign that Holcim’s second-largest shareholder — with a 10.8 percent stake via Eurocement Holding — will back the merger with France’s Lafarge at next month’s shareholder vote.
Swiss group Holcim needs the backing of two thirds of its shareholders at the meeting on May 8 to approve a capital increase to fund the deal.
“Eurocement’s chairman, Filaret Galchev, is not part of the foreseen board, which would have reduced the risk of his voting against the merger,” Vontobel analyst Christian Arnold wrote in a note. Arnold has a “buy” rating on Holcim’s stock.
Eurocement did not respond immediately to a request for comment.
Holcim’s chairman said last month that the company was open to giving Galchev a seat on the combined board but his name was not on Tuesday’s list of candidates.
A Eurocement source told Reuters at the time that a seat on the board would be of interest but that Galchev is still seeking further improvement to the deal’s exchange ratio of nine Holcim shares for 10 Lafarge shares.
The designated board of directors will consist of 14 members to be elected at Holcim’s extraordinary general meeting on May 8. Each company will receive seven seats, with Holcim Chairman Wolfgang Reitzle and Lafarge Chief Executive Bruno Lafont proposed as co-chairmen of the merged company.
Current Holcim board member Thomas Schmidheiny, the company’s biggest shareholder with a stake of about 20 percent, is also among the candidates for a seat on the new board.
Lafarge and Holcim last week picked Lafarge insider Eric Olsen as chief executive of the combined company. The CEO role was a major sticking point when the tie-up came close to collapse last month.
Additional reporting by Oliver Hirt; Editing by David Goodman