UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statements under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
CEMENTOS PACASMAYO S.A.A.
(Name of Subject Company (Issuer))
INVERSIONES ASPI S.A.
(Offeror)
a direct majority owned subsidiary of
HOLCIM LTD
(Parent of Offeror)
Common Shares, par value S/ 1.00 per share
(Title of Class of Securities)
PEP239501005*
(CUSIP Number of Class of Securities)
*The Common Shares are listed on the Lima Stock Exchange and the ISIN Number is PEP239501005
American Depositary Shares, each representing Five Common Shares
(Title of Class of Securities)
15126Q109
(CUSIP Number of Class of Securities)
Jeremy Keim
Holcim Ltd
Grafenauweg 10
6300 Zug, Switzerland
+41 58 858 58 58
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of Filing Persons)
Copies to:
Paul K. Humphreys, Esq.
Michael A. Levitt, Esq.
Jeremy Barr, Esq.
Freshfields US LLP
3 World Trade Center
175 Greenwich Street
New York, NY 10007
United States
(212) 277-4000
☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
☒ | third-party tender offer subject to Rule 14d-1. |
☐ | issuer tender offer subject to Rule 13e-4. |
☒ | going-private transaction subject to Rule 13e-3. |
☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer:
☐ | If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: |
☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
☒ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure herein. Any representation to the contrary is a criminal offense.