Senate  clears Lafarge acquisition by Chinese investor, says Nigerians’ equity will remain protected

The Senate on Thursday approved the proposed acquisition of Lafarge Africa Plc by Hainan Huaxin Pan-African Investment Company Plc, assuring Nigerians that the 16.19 per cent equity held by local investors in the cement company would remain protected.

The approval followed the adoption of the report of an ad hoc committee chaired by Abba Moro, the Mnority keader which was set up to investigate the proposed transaction after concerns were raised over Lafarge Africa’s ownership structure and the implications of the sale.

In approving the deal, the Red Chamber directed that the acquisition must comply strictly with due process and all applicable Nigerian laws.

It also urged the Securities and Exchange Commission (SEC), Corporate Affairs Commission (CAC), Federal Competition and Consumer Protection Commission (FCCPC), Nigerian Investment Promotion Commission (NIPC) and the Bureau of Public Enterprises (BPE) to maintain close regulatory oversight throughout the process.

Presenting the report, Moro said much of the controversy surrounding the transaction stemmed from the mistaken belief that Lafarge Africa was a wholly Nigerian-owned company.

According to the committee, the transaction merely involves the transfer of ownership from one foreign investor to another, with Holcim divesting its stake to Huaxin. It stressed that the acquisition would not affect the ownership rights of Nigerian shareholders, whose combined 16.19 per cent stake would remain protected.

The committee further stated that all relevant regulatory agencies had reviewed the transaction and found no violation of Nigerian laws. It also concluded that the acquisition posed no immediate national security risk, noting that Huaxin had indicated plans to inject fresh capital into Lafarge’s operations in Nigeria and across Africa.

According to the report, the investment is expected to stimulate industrial growth, create jobs and attract additional foreign direct investment into the country.

The Senate noted that Lafarge controls about 18 per cent of Nigeria’s cement market and said concerns over foreign ownership in the sector should not be exaggerated. It also cited assurances from the FCCPC that the acquiring company would maintain employment stability during the transition.

The committee maintained that the transaction does not introduce a new pattern of foreign majority ownership but retains the ownership structure that has existed in Lafarge Africa over the years. It added that Holcim’s continued relationship with Huaxin would strengthen corporate governance in line with international best practices.

Describing the acquisition as consistent with Nigeria’s policy of attracting responsible foreign direct investment, the committee said the deal would support economic growth and industrial development. It therefore urged the Federal Government to continue promoting legitimate investments while ensuring effective oversight of strategic national assets.

The Senate unanimously adopted the report, giving legislative backing to the proposed acquisition.

Despite the approval, some lawmakers expressed reservations over the transaction, particularly the lack of full disclosure of the company’s ownership structure.

They argued that while the committee disclosed that Nigerian public investors own a combined 16.19 per cent stake and that Lafarge controls about 18 per cent of the cement market, it failed to provide a complete breakdown of the company’s remaining shareholding before and after the acquisition.

Moro nevertheless recommended that the transaction proceed while regulatory agencies continue monitoring compliance with Nigerian laws.

Shuaib Afolabi, who initially brought the matter before the Senate, also supported the committee’s recommendation that the transaction be cleared.

Abdul Ningi was the first to question the proposal, describing the process as lacking sufficient transparency.

Ningi criticised the committee’s report for failing to disclose the company’s complete shareholding structure.

“I would have imagined that the report of the committee should specifically give us shareholding. 16 per cent Nigerians. 18 per cent Lafarge, what about the remaining? Who owns that?

“So, we need to understand where we are coming from. It is when you know who owns the rest that you’ll understand whether Nigerians are benefiting from these sales,” he argued.

Danjuma Goje also raised concerns about Lafarge’s operations in Gombe State, arguing that the company had not adequately benefited its host communities.

Goje urged the committee to recommend stricter conditions that would compel the company to comply fully with regulatory obligations and existing agreements with host communities.

Yahaya Abdullahi also called for stronger safeguards to ensure that Nigerians, particularly residents of host communities, benefit more from the transaction.

Barau Jibrin, the Deputy Senate President who presided over the session, maintained that the Senate could only act on the recommendations contained in the committee’s report.

Jibrin added that anyone seeking additional information on the transaction could obtain it through the Freedom of Information (FOI) Act.

“Anybody can write a FOI to the appropriate body to ask whatever information they wanted to ask,”  he said.

He subsequently put the committee’s recommendations to a voice vote, with the majority of senators supporting the report, paving the way for the Senate’s approval of the transaction.

Lafarge Africa, one of Nigeria’s leading cement manufacturers, is a subsidiary of Holcim AG, a multinational building materials company listed on the Swiss Stock Exchange. Lafarge Africa is also listed on the Nigerian Exchange (NGX).

Holcim AG is finalising plans to divest its 83.8 per cent stake in Lafarge Africa to China’s Huaxin Cement Co. in a deal valued at about $1 billion, subject to regulatory approvals.

Concerns over the proposed sale first came before the Senate in March 2025 after Afolabi sponsored a motion highlighting issues including the lack of transparency in the divestment process and limited opportunities for Nigerian investors to participate.

The debate divided senators. While some cautioned against interfering in legitimate private-sector transactions and foreign investment, some insisted on rigorous regulatory scrutiny.

The Senate subsequently directed the Bureau of Public Enterprises (BPE) and the Securities and Exchange Commission (SEC) to ensure the transaction aligns with Nigeria’s economic and national security interests. It also mandated its Committee on Capital Market to engage relevant agencies for detailed scrutiny.

Although the Capital Market Committee later recommended approval of the transaction, some lawmakers remained dissatisfied, prompting the Senate to constitute the ad hoc committee chaired by Moro for a fresh review.

Lafarge Africa operates cement plants in Ewekoro and Sagamu in Ogun State, Ashaka in Gombe State, and Mfamosing in Cross River State.

It also has Ready-Mix operations in Lagos, Abuja and Port Harcourt, with an installed cement production capacity of 10.5 million metric tonnes annually.