HeidelbergCement rushed to buy Italcementi given rival interest -sources

By Paola Arosio

MILAN, July 31 (Reuters) - HeidelbergCement rushed to buy control of Italcementi after an African rival also showed interest in the Italian cement maker, but a counter bid is highly unlikely, three sources close to the matter told Reuters.

One of the sources said Nigeria's Dangote Cement had been circling Italcementi but did not make a formal offer.

Carl Franklin, head of investor relations at Dangote, said the company did not comment on specific rumours "but as a large company we examine all options for growth".

Germany's HeidelbergCement on Tuesday agreed to purchase 45 percent of Italcementi and bid for the rest in a deal that values its smaller Italian rival at 6.7 billion euros ($7.4 billion).

"Everything was done to close (the deal) quickly because the sector is churning," the source said. "Dangote Cement also saw a potential for synergies and was looking to strike a deal."

HeidelbergCement did not immediately respond to a request for comment.

According to the source, the talks between HeidelbergCement and Italcementi began only four months ago.

The deal, which will create the world's biggest player in aggregates, the No.2 in cement and the third-biggest in ready-mix concrete, allows for synergies that would not have been possible with an African or Indian player, the source added.

Italcementi Chief Executive Carlo Pesenti told Italian daily Corriere della Sera in an interview this week that the deal was "bulletproof" and there was no space for counter offers.

One of the sources added that the only outstanding condition was clearance from antitrust authorities.

"If it wasn't for the antitrust approval, the shares would have already changed hands," the source said.

The deal does not include any break-up penalty, but Italcementi's controlling shareholder Italmobiliare could face extended lawsuits should it try to back out from the agreement, one of the sources added.

As part of the deal, HeidelbergCement said it would make a mandatory offer for the rest of Italcementi provided its 1.67 billion-euro cash-and-shares bid for a 45 percent stake goes through as planned in 2016.

According to the sources, HeidelbergCement plans to obtain as many shares as possible in the mandatory offer, then squeeze out the remaining shareholders and take Italcementi private.

($1 = 0.9026 euros) (Additional reporting by Arno Schuetze and Georgina Prodhan in Frankfurt and Chijioke Ohuocha in Lagos, Writing by Agnieszka Flak; Editing by Susan Fenton and David Holmes)