0001213900-26-078711
SEC filingCementos Pacasmayo responded to Peruvian SMV inquiries, detailing the Holcim acquisition terms, valuation methodology, and reasons for delayed tender offer disclosures.
This 6-K filing contains Cementos Pacasmayo S.A.A.'s detailed response to the Peruvian securities regulator (SMV) regarding the supervision of material event disclosures related to Holcim Ltd.'s indirect acquisition of control. The transaction, valued at approximately S/5.1 billion enterprise value, closed on March 30, 2026, making Holcim the ultimate controller via Inversiones ASPI. The SMV raised concerns about incomplete disclosures, including the failure to timely report the mandatory tender offer obligation and the existence of a valuation report prepared by PwC for a selling shareholder. CPAC defended its actions, arguing that the SPA did not impose direct obligations on the issuer and that the valuation report was confidential and not a material event under local regulations. The filing provides extensive details on the purchase price calculation (EV/EBITDA methodology), the conditions precedent, and the escrow mechanism. It also includes the full text of the SPA as filed with the SEC (excluding schedules). The SMV's demands underscore heightened scrutiny of transparency in controlling shareholder transactions, particularly given the pending tender offer for minority shareholders. The resolution of these regulatory issues will be critical for the timeline and fairness of the mandatory OPA, which Holcim must launch under Peruvian law.