Thursday, February 22, 2024

Law firm trio advises on delisting tender offer by CEMEX España in Colombia for CLH

Uría Menéndez and Gómez-Pinzón have advised CEMEX España on a delisting tender offer for the ordinary shares of CEMEX Latam Holdings (CLH), listed on the Colombian Stock Exchange and represented by Posse Herrera Ruiz


CEMEX España has launched a delisting tender offer for the ordinary shares of CEMEX Latam Holdings, S.A. (CLH), a Spanish domiciled company listed in the Colombian stock exchange (Bolsa de Valores de Colombia).

Pursuant to the Colombian securities regulation to delist a publicly listed company from the Colombian stock exchange, the shareholders need to approve such delisting, and the approving shareholders are required to launch a tender offer for the shares of the shareholders who voted against such delisting or where absent in the shareholders meeting in which the delisting was approved.

The offering purchase price per ordinary share was COP$4,735 (aprox. USD$ 0.99), as determined by and independent appraiser.

CEMEX España acquired a total of 23,232,946 ordinary shares of CLH, which represent 4.15% of all the outstanding ordinary shares of CLH and 88.40% of the maximum number of shares that were available to be acquired by CEMEX España through the tender offer, for an aggregate amount of COP$110,007,999,310 (aprox. USD$ 23,159,579).

One of the main challenges was that both CEMEX España and CLH are companies incorporated in Spain and are subject to the Spanish corporate regulation, but CLH, as a publicly traded company in the Colombian stock exchange was also subject to the Colombian securities exchange regulation, and that required an effort to align the requirements of the delisting tender offer with the Spanish corporate regulation.
Uría Menéndez acted as Spanish counsel to CEMEX España.

CEMEX España acted on this deal with an in-house team formed by Legal director Guillermo Francisco Hernández, VP Legal EMEA Iván Sánchez Ugarte, together with Legal counsel Mariana Zertuche Iribe, Jaime Sánchez Salinas, Oscar González Flores, Frida Fernanda Dovalina and international Legal counsel and secretary of the BoD Mónica Baselga Loring.

Gómez-Pinzón acted as counsel to CEMEX, S.A.B. de C.V. and also to CEMEX España, S.A. with a team made up of managing partner José Luis Suárez Parra and partner Juan David Quintero, together with senior associate Daniel Flórez, associate Santiago Ariza and junior associate Camilo Palacio.

Uría Menéndez advised CEMEX España with a team comprising partner Alfonso Ventoso del Rincón, senior associate Beatriz Camilleri Lacambra and associate Alejandro Samaniego Jurado.

CLH´s in-house team was formed by general counsel Fabiola Martinez García, Compliance director Maryandrea Torres Juliao and Corporate Legal director Daniela Sandoval Parra.

Posse Herrera Ruiz advised CLH with partner Mariana Posse and associate Isabella del Río.

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