Mexico’s Cemex delists from Colombia’s stock exchange

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 held by the shareholders who voted against such delisting, or who were absent from the shareholders meeting in which the delisting was approved.

The offering purchase price per ordinary share was 4,735 Colombian pesos ($0.99) per share, as determined by an 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 110 billion pesos ($23.15 million).

Colombian law firm Gómez-Pinzón acted as counsel to Cemex, SAB de CV., and also to Cemex España, SA regarding the delisting tender offer launched by Cemex España for the ordinary shares of Cemex Latam Holdings, SA.

“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,” the law firm said.

Gómez-Pinzón’s team was led by partners José Luis Suárez Parra and Juan David Quintero, who were assisted by senior associate Daniel Flórez.

Law firm Uría Menéndez acted as Spanish counsel to Cemex España.