Court Clears Way for Shareholder Lawsuit Against Lafarge’s Stake Sale to Chinese Firm

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Lafarge Africa Plc’s attempt to halt a lawsuit challenging its planned majority stake sale to Chinese firm, Huaxin Cement Limited, has failed, as the Federal High Court in Ikoyi, Lagos, ruled that it has full jurisdiction to hear the case.

The suit was brought by Strategic Consultancy Limited, a Nigerian firm and shareholder in Lafarge Africa, which is protesting the company’s move to sell 83.81% of its shares, held by its Swiss parent company, Holcim Group—without allegedly giving minority shareholders a fair chance to participate.

The controversy dates back to Lafarge’s acquisition of three Nigerian cement companies during the 2001 and 2002 privatization rounds. Holcim, Lafarge’s parent company, currently holds the majority stake and had notified the Securities and Exchange Commission (SEC) of an internal restructuring ahead of the proposed sale to Huaxin.

Strategic Consultancy argues that the sale process violates multiple Nigerian laws, including the Companies and Allied Matters Act (CAMA) 2020, the Securities and Exchange Act, and the Nigeria Investment Promotion Act. According to them, the transaction was conducted behind closed doors, excluding minority shareholders and involving unregistered foreign entities.

In a ruling delivered on Thursday, May 15, Justice Lewis Allagoa dismissed the preliminary objections filed by Lafarge’s legal team, led by Babatunde Fagbohunlu (SAN), and Holcim’s counsel, Uzoma Azikiwe (SAN), who had challenged the court’s jurisdiction.

“The motion of the first and second defendants objecting to the Court’s jurisdiction is hereby dismissed,” the judge ruled.

In addition, Justice Allagoa granted Strategic Consultancy’s request to join two foreign companies—Caricement BV of the Netherlands and Associated International Cements Ltd of England—as fifth and sixth defendants in the lawsuit. He also approved the plaintiff’s motion to serve the newly joined parties outside Nigeria’s jurisdiction.

With the case gaining momentum, the matter has been adjourned to June 11, 2025, for continued hearing.

The court’s ruling marks a critical turning point in what could become a landmark case concerning corporate governance, minority shareholder rights, and foreign ownership in Nigeria’s capital markets.


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