Court Rejects Lafarge’s Bid to Stop Suit Over Planned Sale to Chinese Firm

Court Rejects Lafarge’s Bid to Stop Suit Over Planned Sale to Chinese Firm

A Federal High Court in Ikoyi, Lagos, has dismissed an application by Lafarge Africa Plc challenging its jurisdiction to hear a suit over the company’s proposed sale of majority shares to a Chinese firm.

Justice Lewis Allagoa, delivering a ruling on Thursday, May 15, 2025, upheld the court's authority to proceed with the matter filed by Strategic Consultancy Limited, a Nigerian firm and minority shareholder in Lafarge Africa.

Strategic Consultancy is seeking to stop Lafarge’s planned sale of 83 percent of its shares to Huaxin Cement Limited, a Chinese-based company. The plaintiff contends that the transaction was carried out secretly, excluding minority shareholders from the opportunity to purchase the shares. The suit also argues that the sale contravenes key Nigerian laws, including the Companies and Allied Matters Act (CAMA) 2020, the Securities and Exchange Act, and the Nigerian Investment Promotion Act, which prohibit certain transactions involving unregistered foreign entities and protect minority shareholder rights.

Lafarge, which is listed on the Nigerian Exchange, had earlier disclosed that the deal was part of an internal restructuring within the Holcim Group, a Swiss conglomerate that owns over 83 percent of Lafarge Africa’s issued share capital. The planned sale has drawn attention due to Lafarge’s historic acquisition of shares from three government-owned cement firms during the privatisation rounds of 2001 and 2002.

Justice Allagoa also ruled in favor of the plaintiff’s request to join two foreign entities—Caricement BV (Netherlands) and Associated International Cements Ltd (England)—which Lafarge identified as shareholders. The judge granted leave for the two new defendants to be served court processes outside Nigeria.

“The 1st and 2nd defendants’ motion objecting to the court’s jurisdiction is hereby dismissed,” Justice Allagoa ruled. “The persons sought to be joined herein are hereby joined as prayed, and leave to issue and serve the Originating Summons out of jurisdiction is hereby granted.”

The matter has been adjourned to June 11, 2025, for further proceedings.