Bengaluru: The Boards of Directors of JSW Cement Limited (“JSW Cement”) and its listed subsidiary, Shiva Cement Limited (“Shiva Cement”), have approved a scheme of arrangement involving, inter-alia, amalgamation of Shiva Cement with and into JSW Cement (“Scheme”). This consolidation creates a single unified cement platform to unlock operational, financial, and management synergies.

Key strategic rationale of proposed amalgamation:

  • Business Synergies: Pooling of financial, managerial, technical, distribution, marketing and other resources to drive operational efficiency
  • Optimization of raw material procurement: Backward integration through Shiva Cement’s clinker facility, reducing dependence on external procurement and improving supply chain efficiency
  • Financial Synergies: Enhanced funding flexibility, lower financing costs and elimination of inter-company guarantees
  • Enhancing Shareholder Value: Future scalability and operational efficiency through improved operational synergies will enhance economic value for shareholders; along with public shareholders of Shiva Cement receiving direct shareholding in a larger, more liquid entity with diversified institutional investor base
  • Simplified Structure: Reduction in administrative duplications, compliance requirements and consolidation efforts

The Scheme will also result in the right sizing of the financial statements of the companies involved.

JSW Cement will issue 5 equity shares of face value INR 10/- for every 41 equity shares of face value INR 2/- held in Shiva Cement to the shareholders of Shiva Cement (other than JSW Cement).

The Scheme is subject to receipt of requisite approvals from the Stock Exchanges, SEBI, the National Company Law Tribunal (NCLT), Odisha Industrial Infrastructure Development Corporation, other statutory and regulatory authorities as applicable and respective companies’ shareholders and creditors as may be required under the applicable laws and / or directed by the Hon’ble NCLT. The transaction is expected to be completed within 12-14 months, subject to timely receipt of regulatory approvals.

Mr. Nilesh Narwekar, CEO of JSW Cement, said: “The proposed merger is a strategic step towards creating a more integrated and efficient business. It will unlock operational and financial synergies, strengthen backward integration, and simplify our corporate structure. Importantly, it will enable Shiva Cement’s public shareholders to participate directly in the growth of a larger and more liquid listed entity.”

Independent Advisors to the transaction:

  • JM Financial Limited acted as the exclusive financial advisor.
  • Price Waterhouse & Co LLP acted as the tax & regulatory advisor.
  • PwC Business Consulting Services LLP and BDO Valuation Advisory LLP acted as the independent registered valuers for providing the share exchange ratio report to the Boards of JSW Cement and Shiva Cement.
  • SBI Capital Markets Limited and DAM Capital Advisors Limited provided fairness opinion on share exchange ratio to the Board of JSW Cement and Shiva Cement respectively.