LAFARGE SALES TO CHINESE FIRM FACES JUDICIAL SCRUTINTY
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By Jen Nomamiukor
Everything is now prepared for a critical legal confrontation as the Federal High Court in Ikoyi, Lagos, is scheduled for tomorrow, Wednesday, June 11, to consider the primary case contesting the intended sale of Lafarge Africa Plc to the Chinese company, Huaxin Cement Limited.
This comes after a significant legal setback for Lafarge Africa and its parent organization, Holcim Group, subsequent to the court rejecting a motion aimed at contesting its authority to adjudicate the matter.
The judicial conflict was commenced by Strategic Consultancy Limited, a Nigerian entity and stakeholder in Lafarge Africa, regarding what it characterizes as a “covert” divestiture of the organization’s 83.81 percent controlling shares owned by Holcim Group.
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The proposed transaction with Huaxin Cement, a multinational corporation based in China, is the focal point of the dispute. In the forthcoming trial, the court will assess whether the transaction contravenes Nigerian regulations, including the Companies and Allied Matters Act (CAMA) 2020, the Securities and Exchange Commission Act, and the Nigeria Investment Promotion Commission (NIPC) Act, particularly concerning minority shareholder rights and interactions with foreign entities not registered in Nigeria.
Lafarge Africa, which is publicly traded on the Nigerian Exchange, emerged as a leading entity in the domestic cement sector following its acquisition of 83 percent interests in three previously state-owned cement companies during the privatization initiatives of 2001 and 2002.
Holcim Group, a Swiss multinational corporation and predominant shareholder of Lafarge Africa, has informed the Securities and Exchange Commission (SEC) of a continual internal reorganization.
Nonetheless, Strategic Consultancy claims that the proposed share divestiture was carried out covertly and without affording local shareholders, including itself, the privilege of first refusal or the chance to purchase the shares. The lawsuit, lodged against Lafarge Africa, Holcim Group, the Nigerian Exchange Limited, and the Central Securities Clearing System, contends that the transaction compromises the entitlements of minority shareholders and entails illicit transactions with unregistered foreign enterprises.
In the pre-trial hearing on May 15, 2025, overseen by Justice Lewis Allagoa, the court ruled against Lafarge’s initial objection challenging its jurisdiction. The objection, raised by Babatunde Fagbohunlu (SAN) for Lafarge and Uzoma Azikiwe (SAN) for Holcim Group, was dismissed following arguments from Dr. D.A. Awosika (SAN), counsel to Strategic Consultancy Limited.
“The 1st and 2nd defendants’ motion objecting to the Court’s jurisdiction is hereby dismissed,” Justice Allagoa ruled.
In a further twist, the court ordered that Caricement BV (Netherlands) and Associated International Cements Ltd (England) be joined as the 5th and 6th defendants, respectively.
Both entities were identified by the respondents as beneficial owners of the shares in question. The court also granted leave to serve the new parties with court documents outside Nigeria.
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