CRH plc (ISE:CRG) entered into a binding agreement to acquire Cement Assets of Holcim Ltd. (SWX:HOLN) on February 1, 2015. Under the terms of the agreement, CRH will acquire cement assets from Lafarge S.A. and Holcim Ltd. for approximately €6500 million. Part of the cement assets acquired are Holcim (Srbija) d.o.o., Holcim (Slovensko) a.s. & Holcim (France) S.A.S. The transaction will be funded with $2 million (€1.8 billion) in cash, new debt and a 9.99% equity placement. CRH has agreed a €6.5 billion senior unsecured bridge loan facility with Bank of America Merrill Lynch International Limited, J.P. Morgan Limited and UBS Limited (as bookrunners and mandated lead arrangers) and Bank of America Merrill Lynch International Limited as agent and Bank of America, N.A. as lender. If the acquisition is not approved by CRH's shareholders at the EGM, a termination fee of approximately €157.8 million in total will be payable by CRH to Lafarge and Holcim. An equivalent termination fee of approximately €157.8 million will be payable by Lafarge and Holcim to the CRH Group in case of termination of transaction.

The Board of CRH considers the acquisition is in the best interests of the shareholders as a whole and recommends the shareholders to approve the transaction. The transaction is subject to CRH's shareholders approval, successful completion of the Lafarge and Holcim merger, completion of certain local reorganisations, anti-trust approval in Canada and in Serbia and from the EU Commission, the approval of the identity of CRH as purchaser of assets by the Administrative Council for Economic Defence in Brazil, by the Canadian Competition Bureau, by the European Commission and by the Commission for the Protection of Competition in Serbia and certain other non-antitrust regulatory approvals in a number of jurisdictions. The deal should be completed during the first half of 2015. The EGM will be held at the Clyde Court Hotel, Lansdowne Road, Dublin 4, Ireland at 9.30 a.m. on March 19, 2015 at which approval by shareholders will be sought.

Assuming completion in mid-2015, the acquisition is expected to be accretive to underlying earnings and to generate a return on invested capital in line with CRH's weighted average cost of capital in the first full year of ownership. Return on equity is expected to be in the high teens in 2016 and return on net assets in line with previous returns generated by CRH. As on March 19, 2015, shareholder of CRH approved the transaction. As of April 24, 2015, the European Commission has approved of the acquisition. The deal is subject to the approval of Holcim shareholders at an extraordinary general meeting on May 8, 2015. As of May 26, 2015, the deal remains subject to the completion of the merger including the acceptance of Holcim's public exchange offer by the shareholders of Lafarge. The deal is expected to close in July 2015. As of July 22, 2015, the purchase is expected to be completed by the end of 2015. As of August 3, 2015, CRH plc has completed the acquisition of cement assets of Holcim with the exception of the Philippines which is expected to close in Q3 2015.

Hew Glyn Davies, James Robertson, Alexandre Blanchard and Anna Richardson Brown of UBS Limited, Jean-Eudes Renier and Peter Luck of BofA Merrill Lynch, John Mayne and Hernan Cristerna of JPMorganCazenove, Kyran McLaughlin and John Lydon of Davy and Stephen Donovan and Joe Gill of Goodbody acted as financial advisors for CRH. Rory Godson of Powerscourt and Billy Murphy of Drury Porter Novelli acted as public relations advisors for CRH. Goldman Sachs Group Inc. acted as financial advisor for Holcim.

Alan Mason, Olivier Rogivue, Pete Lawley, Keith Chapman, Sophie Bauquis, James King, Sami Jebbour, Rodrigue Tchouale, Sivanti Devakumar, Edward Braham, Julian Pritchard, Piers Prichard Jones, Matthew Herman, Gareth Stephenson, Florent Mazeron, Richard Jones, Paul Humphreys, Katie Brown, Frank Montag, Rafique Bachour, Karen Bonne Slaney, Foad Hoseinian, Babette Kacholdt, Thomas McGrath, Matthias Eisenbarth, Aaron vert, Peter Niggeman, Chris Forsyth, Giles Pratt, Lucy Charlton, Kat Curtis, Mari Brennan, Sarah Naisby, Simone Bono, Ashar Qureshi, Ian Frost, James Douglas, Victor Chai, Nenka Berberova, Thomas Capon, Vincent Daniel-Mayeur, Murray Clayson, partners, Thomas Metayer, Helen Mackey, Gwen Senlanne, Charles Magoffin, Laurence Harvey Wood, Laura Chapman and Daniel Lawrence of Freshfields Bruckhaus Deringer LLP, Homburger and Pierre Tourres, Fabrice de la Morandière, Sophie Roqueplo, Pierre Thomet and Julien Bourmaud-Danto of Linklaters acted as legal advisors to Holcim Ltd. Pádraig Ó Ríordáin, Brian O'Gorman, Maura McLaughlin, Fintan Clancy and Colin Rooney of Arthur Cox and Izzet Sinan of Morgan Lewis & Bockius acted as legal advisors for CRH. HSBC Bank plc acted as financial advisor to Holcim. Credit Suisse (France), Morgan Stanley (France) SAS and BNP Paribas SA (ENXTPA:BNP) acted as financial advisors for Holcim. Ernst & Young LLP acted as accountant for Holcim Ltd. Jörn Christian Schulze of Arqis Rechtsanwälte acted as a legal advisor to CRH. Sue Russell, Richard McKay and Arthur Cox of Hill Dickinson LLP acted as the legal advisor to CRH plc. John Leopold, Gayle Noble, Julien Michaud, Charlotte Verdebout , Jeff Brown, Megan MacDonald, Paul Beaudry, Luc Bernier, Éric Lévesque, Adam Drori, Nancy Ramalho, Hélène Bussières, Marie-Lou Gauthier, Tamara Ticoll, Andrea Boctor, Stefan Fews, Nili Birshtein, Kasia Kmiec and Stéphanie Normandin, Myriam Fortin, and Jonathan Auerbach of Stikeman Elliott LLP acted as legal advisors for CRH plc. Grégoire Heuzé, Romain Nourtier, Charles Mussat, David Kakon, François Wat and Geoffroy Châteauvieux of N M Rothschild & Sons Limited acted as financial advisor to Lafarge S.A. SG Corporate & Investment Banking acted as financial advisor to CRH.