Holcim Unit Launches Tender Offer for Cementos Pacasmayo Shares

What happened

Inversiones ASPI S.A., a Peruvian company majority-owned directly by Switzerland's Holcim Ltd, filed a tender offer statement with the SEC on Oct. 21, 2026, to acquire all issued and outstanding common shares of Cementos Pacasmayo S.A.A. that Holcim and its affiliates do not already own. The offer price is S/ 8.93 per common share and S/ 44.65 per American Depositary Share, each ADS representing five common shares, payable in cash.

The filing, on Schedule TO, covers two concurrent offers: a U.S. offer for holders of common shares and ADSs, and a separate Peru offer. The U.S. offer price will be converted from Peruvian soles to U.S. dollars at the exchange rate published by Peru's banking regulator, the SBS, on the expiration date. Settlement in Peru will be in soles. The filing states the offer is a going-private transaction.

Cementos Pacasmayo is a Peruvian cement company; its common shares trade on the Lima Stock Exchange and its ADSs trade in the United States. The filing does not state why Holcim is making the offer, referring readers to sections of the Offer to Purchase — including "Special Factors Background" and "Purpose and Reasons for the Offers" — that are not included in the text provided. The filing does disclose a Share Purchase Agreement dated Dec. 15, 2025 among members of the Hochschild family, Farragut Holdings and Holcim.

The offer terms

The offer is for all common shares not already owned by Holcim and its affiliates, meaning the buyer is seeking the entire free float. The per-ADS price of S/ 44.65 is exactly five times the per-share price of S/ 8.93, consistent with each ADS representing five common shares.

Payment for U.S. holders is to be deposited with Computershare Trust Company as tender agent on the second trading day after the offer expires, after conversion to dollars and rounding to the nearest cent. Withholding taxes may apply.

Cementos Pacasmayo ADSs closed at $12.64 on the event date, up 0.16% from the prior close of $12.62, according to the price data provided. The filing does not state the offer's premium to the market price, and the provided sources do not give the soles-to-dollar exchange rate needed to compare the ADS offer price directly to the closing price.

What this means

A Schedule TO is the form a bidder files with the SEC when it makes a tender offer — a public invitation to shareholders to sell their stock at a stated price, usually for cash. This one is an SC TO-T, the "T" standing for third-party: the buyer is an outside party, not the company buying back its own stock. The filing cites Rule 14d-1, the SEC rule governing third-party tender offers, and Rule 14d-1(d), the provision for cross-border offers where the target is a foreign company.

The same filing is also a Schedule 13E-3 statement, which is required when a transaction may take a public company private — that is, when insiders or affiliates of the company are among the buyers. Here the buyer is Holcim's subsidiary, and the offer covers the shares Holcim does not already own. A going-private deal is subject to extra disclosure: the filing references a valuation report by MSRA S.A.C. dated Oct. 14, 2026 and sections on fairness and the board's recommendation. The text provided does not include those sections.

The shares are listed in Lima and the ADSs in the U.S., so the buyer is running two offers in parallel rather than one. Holders of ADSs effectively own foreign shares through a U.S.-traded wrapper; the per-ADS price mechanically reflects the five-to-one ratio.

What happens next in a tender offer is procedural: an offer period runs until an expiration date, shareholders who tender receive the offer price in cash, and the bidder discloses the result. The filing does not set out the conditions in the excerpt provided, so whether or when the offer closes cannot be determined from these sources.