Maple Leaf Cement launches public offer to acquire additional 11.72% stake in Pioneer Cement

Maple Leaf Cement Factory Limited (MLCF) has formally launched a public offer to acquire an additional 26.62 million ordinary shares, representing 11.72% of Pioneer Cement Limited’s issued share capital, as part of a broader plan to take control of the cement producer.

According to a Public Announcement of Offer submitted to the Securities and Exchange Commission of Pakistan (SECP) by Next Capital Limited, the manager to the offer, Maple Leaf Cement has offered Rs478.43 per share to public shareholders. The offer is being made under the Securities Act, 2015 and the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017.

The public offer follows earlier share purchase agreements through which Maple Leaf Cement is acquiring 131.82 million shares, equivalent to 58.03%, from a consortium of existing shareholders. Upon completion of both transactions, Maple Leaf Cement’s shareholding will exceed 69%, giving it effective control of Pioneer Cement.

The acquisition has already received clearance from the Competition Commission of Pakistan (CCP), which approved the transaction on November 27, 2025, following a pre-merger application filed on November 19. The CCP concluded that the acquisition would not create a monopoly or substantially lessen competition in Pakistan’s cement sector.

In its Phase-I review, the regulator defined the relevant market as the production and sale of grey cement within Pakistan and classified the transaction as horizontal, as both Maple Leaf Cement and Pioneer Cement operate at the same level of the supply chain. 

Maple Leaf produces both grey and white cement, while Pioneer operates exclusively in the grey cement segment.

The CCP noted that despite the overlap, the combined market share of the merged entity would remain moderate and that competition from several other large cement producers would prevent the company from exercising market power independently. 

The Commission also ruled out risks of coordinated behaviour or foreclosure, stating that the market structure and absence of vertical integration would restrain anti-competitive conduct.

Maple Leaf Cement, a subsidiary of Kohinoor Textile Mills Limited, already held an indirect stake in Pioneer Cement through its associated company, Maple Leaf Capital Limited. The shares being acquired under the transaction are being purchased from a consortium that includes Vision Holdings Middle East Limited, Inship Management Limited, Imperial Developers and Builders (Pvt.) Limited, Sealog (Pvt.) Ltd, Inshipping (Pvt.) Limited, Inservey Pakistan (Pvt.) Ltd, and Forbes Shipping Company (Pvt.) Limited.

Completion of the public offer remains subject to regulatory compliance and fulfillment of conditions outlined in the offer document.