A significant legal confrontation is poised to unfold tomorrow, Wednesday, June 11, as the Federal High Court in Ikoyi, Lagos, is set to hear the substantive suit challenging the proposed sale of Lafarge Africa Plc to China’s Huaxin Cement Limited. This development follows a critical legal defeat for Lafarge Africa and its parent company, Holcim Group, after the court dismissed their motion to challenge its jurisdiction over the case.
The lawsuit was initiated by Strategic Consultancy Limited, a Nigerian firm and shareholder in Lafarge Africa. The firm alleges a “surreptitious” divestment of the 83.81% majority shares held by Holcim Group, a Swiss multinational. The core of the controversy lies in the planned sale to Huaxin Cement, a Chinese-based multinational.
During the upcoming trial, the court will delve into whether the transaction contravenes Nigerian laws, including the Companies and Allied Matters Act (CAMA) 2020, the Securities and Exchange Commission (SEC) Act, and the Nigeria Investment Promotion Commission (NIPC) Act. Particular scrutiny will be placed on issues concerning minority shareholder rights and dealings with foreign entities not formally registered in Nigeria.
Lafarge Africa, a publicly listed entity on the Nigerian Exchange, established its dominant position in the local cement market by acquiring 83% stakes in three former federal government-owned cement firms during the privatization exercises of 2001 and 2002. While Holcim Group had previously informed the SEC of an ongoing internal restructuring, Strategic Consultancy contends that the planned share divestment was conducted in secrecy. They further allege that local shareholders, including themselves, were not afforded the right of first refusal or the opportunity to acquire the shares.
The suit names Lafarge Africa, Holcim Group, the Nigerian Exchange Limited, and the Central Securities Clearing System as defendants. Strategic Consultancy asserts that the transaction undermines the rights of minority shareholders and involves unlawful dealings with unregistered foreign corporations.
In a pre-trial session on May 15, 2025, Justice Lewis Allagoa notably ruled against Lafarge’s preliminary objection concerning the court’s jurisdiction. Representing Lafarge, Babatunde Fagbohunlu (SAN) and Uzoma Azikiwe (SAN) for Holcim Group presented arguments that were ultimately dismissed following submissions from Dr. D.A. Awosika (SAN), counsel to Strategic Consultancy Limited. “The 1st and 2nd defendants’ motion objecting to the Court’s jurisdiction is hereby dismissed,” Justice Allagoa declared.
In a further twist, the court ordered the joinder of Caricement BV (Netherlands) and Associated International Cements Ltd (England) as the 5th and 6th defendants, respectively. These entities were identified by the initial respondents as beneficial owners of the shares in question. The court also granted leave to serve these new parties with court documents outside Nigeria. “It is hereby ordered that the persons sought to be joined herein and hereby joined as prayed and leave to issue and serve the originating summons out of jurisdiction is hereby granted,” the judge affirmed.
With the court having firmly established its jurisdiction and expanded the scope of defendants, all eyes are now on tomorrow’s substantive hearing. The proceedings are set to rigorously examine the legality of this multi-billion-dollar transaction and the alleged marginalization of minority shareholders, potentially setting a precedent for future foreign acquisitions in Nigeria.
