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UPDATE 4-Holcim wins improved terms to get Lafarge tie-up behind on track


* Lafarge’s Lafont out of CEO chair in new company

* Lafarge hopes to name claimant by May 7 Holcim AGM

* Share sell ratio altered in Holcim’s favour

* Top Holcim shareholder Schmidheiny welcomes deal

* No. 2 shareholder Galchev declines to comment

(Adds Lafarge shareholder criticism advising neutral CEO
nationality, bank confidant names, no criticism from pivotal Holcim
shareholder Galchev)

By Gilles Guillaume and Oliver Hirt

PARIS/ZURICH, Mar 20 (Reuters) – Switzerland’s Holcim
and France’s Lafarge have concluded new terms
for their devise to emanate a world’s tip concrete firm, giving
unhappy shareholders in a Swiss organisation a improved understanding though leaving
a pivotal care doubt unanswered.

While a partnership is behind on lane after a hilly few weeks,
the understanding could still owner over who will run a combined
entity with annual sales of some-more than 30 billion euros ($32
billion).

After days of heated negotiations, a dual concluded Lafarge
shareholders would now accept 9 Holcim shares for any 10
Lafarge shares they reason rather than a one-for-one ratio
agreed when a understanding was denounced in Apr final year.

The companies also concluded that Lafarge trainer Bruno Lafont
would no longer turn arch executive, holding on instead the
role of non-executive co-chairman, alongside Holcim’s chairman.

The miss of a preference on a deputy CEO leaves question
marks over what tensions sojourn between a dual sides, and
Lafont’s dismissal from a purpose along with a share exchange
realignment creates a understanding demeanour reduction like a partnership of equals
it was presented as roughly a year ago.

“This is not adequate to secure a deal, and it’s not a end
of a story,” analysts during Bernstein pronounced in a investigate note.

Since a partnership was announced final April, Holcim investors
had watched a companies’ relations business performances
diverge. A stronger Swiss franc also became a factor, along with
questions over Lafont’s character and record.

Holcim shares rose 0.99 percent to 76.55 Swiss francs and
Lafarge batch was adult 2.86 percent during 64.08 euros during 1209 GMT
after a revised understanding was announced.

BRASH

Lafont’s due purpose had turn a vital adhering indicate for
Holcim, that threatened to desert a understanding on Sunday if the
terms were not revisited. The Swiss side questioned his ability
to broach a 1.4 billion euros in betrothed cost assets and
disliked his ardent government style, sources have said.

“My opinion given Sunday has been to uncover that organisation should
not forestall this partnership from going by and on a contrary
should do all to make it possible,” Lafont told reporters
on a discussion call.

Under a revised deal, Lafont will be co-chairman along
with Holcim Chairman Wolfgang Reitzle. Lafont is due to propose
a new arch executive in a entrance weeks, who would afterwards have
to be supposed by Holcim’s board. A source tighten to the
situation pronounced a devise was for a new claimant to be named
before Holcim’s annual shareholder assembly on May 7.

Beat Hess, Holcim vice-chairman, will reason a same purpose on
the new board.

The new share-swap ratio means Holcim shareholders would own
55.6 percent of a new group, adult from 53 percent previously,
and a understanding is now approaching to tighten in Jul rather than June.

RUSSIAN SHAREHOLDER KEY, NEUTRAL CEO?

The companies also pronounced certain pivotal shareholders on both
sides had reliable their support for a revised partnership terms.

Thomas Schmidheiny, a former Holcim chairman, successor to its
founder and who has a 20.1 percent stake, pronounced he welcomed the
new agreement.

“This breakthrough was usually done probable since all people
involved trustworthy some-more significance to a interests of a new
corporation than to their possess ambitions,” he pronounced in a
statement.

The position of Russian businessman Filaret Galchev, who
owns 10.8 percent of Holcim around Eurocement Holding AG, could be
key. He declined to criticism on Friday.

Nassef Sawiris, who owns 16 percent of Lafarge, told Reuters
on Thursday he corroborated a understanding and was not disturbed about Holcim
shareholders not voting for it.

Minority shareholders in Lafarge, that analysts contend have
the many to remove if a understanding fails, were relieved to see it back
on track. One top-20 financier suggested a neutral CEO might
work.

“We’ve been invested in this attention for a decade, so if we
get called and asked for a ideas we will give them. There is
the French-Swiss thing … maybe one or dual egos,” he said.

“If we saw an American in there, that competence be interesting,
maybe they could cut by a informative differences that
exist.”

The new association will also compensate a scrip division of 1 new
LafargeHolcim share for any 20 existent shares after
completion. Analysts pronounced a aim of this could be as a lock-in
bonus for existent shareholders.

Bank advisers to Lafarge are Rothschild and Zaoui Co.
Holcim is suggested by Goldman Sachs and and Perella Weinberg.

($1 = 0.9369 euros)

(Additional stating by Leila Abboud, Maria Sheahan, Leigh
Thomas, Katharina Bart, Olga Sichkar and Maria Kiselyova;
Writing by Andrew Callus; Editing by David Holmes, David Clarke
and David Evans)

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