Cement Australia, Holcim, HMA and Adbri's proposed acquisition of BGC Cementitious

Summary

In February 2025, the Australian Competition and Consumer Commission (ACCC) commenced its informal review of Cement Australia Holdings Pty Ltd (Cement Australia), Holcim (Australia) Pty Ltd (Holcim) and Heidelberg Materials Australia Pty Ltd (HMA)’s proposal to acquire BGC Cementitious (Initial Proposed Acquisition).

In response to preliminary competition concerns raised by the ACCC, Cement Australia, Holcim and HMA put forward a restructured proposed transaction with BGC’s support, in May 2025 that incorporates Adbri Pty Ltd (Adbri) as a party (the Amended Proposed Acquisition). 

Cement Australia is a privately held 50:50 joint venture between Holcim and HMA. The operations of Cement Australia are governed by an existing Framework Agreement which establishes ring-fencing between Cement Australia, Holcim and HMA, placing restrictions on Holcim and HMA from accessing information about the sale of cementitious products by Cement Australia to each other party to the joint venture or to other customers.

Cement Australia supplies cementitious products and services, including bulk and packaged cement, fly ash and slag products. It has operations in New South Wales, Victoria, Queensland, South Australia, ACT, Western Australia and Tasmania. Cement Australia does not have any cement or slag production facilities in Western Australia.

Holcim is a Swiss multinational company that manufactures and supplies various building materials across Australia, including aggregates, concrete and pre-cast pipes. Holcim owns and operates several concrete plants and quarries in Western Australia.

HMA is a German multinational company that manufactures and supplies various building materials across Australia, including aggregates, concrete and pre-cast pipes. HMA owns and operates several concrete plants and quarries in Western Australia.

Adbri is an Australian company owned by CRH ANZ Pty Ltd and the Barro Group. Adbri manufactures, imports and supplies various building materials across Australia, including clinker, cement, quicklime, aggregates, RMX, concrete masonry products and supplementary cementitious materials such as fly ash and slag.  In Western Australia, Adbri produces and supplies cement, slag and lime through its subsidiary, Cockburn Cement Limited.

BGC Cementitious is a division of the BGC Group, which currently supplies cementitious products in Western Australia including cement, aggregate, concrete and asphalt.

Cement Australia, Holcim, HMA, Adbri and BGC Cementitious overlap in the supply of various construction materials including cement, slag, aggregates, concrete and / or asphalt in Western Australia.

Pursuant to the Amended Proposed Acquisition, Cement Australia, Holcim, HMA and Adbri propose to acquire BGC Cementitious from BGC Group, with the assets proposed to be acquired as follows:  

• Adbri: 
  • BGC Quarries and BGC Asphalt 
  • Six of BGC Concrete’s RMX sites in Greater Perth, specifically, plants at Hazelmere, Armadale, Quinns Rock, Wangara, Mandurah and Moora and two mobile concrete plants currently located at Hazelmere and Rottnest Island 
  • Transport operations which service the BGC Quarries and Asphalt business units and the six RMX sites outlined above  
  • BGC Materials Technology Centre, excluding cement-related assets  
• Cement Australia: 
  • BGC Cement, including the transport assets associated with BGC Cement and the cement assets associated with the BGC Materials Technology Centre  
  • BGC Concrete’s RMX site at Kwinana, which Cement Australia will lease to Holcim
• HMA: 
  • BGC Concrete’s RMX site at Bassendean 
• Holcim: 
  • BGC Concrete’s RMX site at Canning Vale

Market definition

The ACCC considered the effect of the Amended Proposed Acquisition on:

• the supply of RMX within Greater Perth, as well as certain local areas within Greater Perth, and
• the supply of cement in Greater Perth.

For the purposes of this assessment, the ACCC did not need to reach a concluded view on the precise boundaries of the relevant markets.

Competition analysis

The ACCC concluded that the Amended Proposed Acquisition is unlikely to substantially lessen competition in any relevant market in Australia.

RMX

The ACCC’s investigation focussed on whether the loss of BGC as a competitor in the supply of RMX in the Greater Perth region, as well as in certain local areas within Greater Perth, would impact competition. In particular, the ACCC considered if Holcim and/or HMA would have market power in any local markets, enabling them to increase price or reduce the level of service provided

The ACCC found that the Amended Proposed Acquisition would increase each of Holcim and HMA’s respective market shares across Greater Perth, and in specific local areas. However, the remaining RMX competitors, including Boral, WA Premix and Adbri, would constrain Holcim and HMA post-acquisition, including in all relevant local areas.

Adbri does not currently hold any assets or operate in markets for the supply of RMX in WA. As a result, the ACCC found that Adbri’s acquisition of these RMX sites is unlikely to raise competition concerns in the supply of RMX.

Cement

The ACCC’s investigation also considered the competitive implications of the vertical integration of Adbri into supply of RMX and the entry of Cement Australia into cement production in Western Australia. Given this would effectively mean both cement suppliers in Greater Perth would be vertically integrated, to some extent. the ACCC considered the ability and incentive of Adbri and Cement Australia to individually or together take steps to foreclose downstream RMX rivals’ access to cement.  

Post-acquisition the ACCC considers that Cement Australia and Adbri would have significant excess capacity in the production of cement in Western Australia. The ACCC also looked closely at the margins that the merger parties earn at various levels of the supply chain, and the profit incentives that would likely drive their decisions post-acquisition. The ACCC found that, in light of these factors, Cement Australia and Adbri would likely compete to supply cement to RMX rivals post-acquisition.