Holcim Files Form 10 for Amrize Spin-Off, Poised to Become North America’s Leading Building Solutions Company

Holcim Files Form 10 for Amrize Spin-Off, Poised to Become North America’s Leading Building Solutions Company

(IN BRIEF) Holcim has filed the Form 10 Registration Statement for its North American business, Amrize, with the SEC, marking a significant step in the planned spin-off of Amrize. Upon completion, Amrize will be North America’s largest building solutions company, offering a broad range of services, from foundation to rooftop, across the construction sector. In 2024, Amrize achieved $11.7 billion in revenue and $3.2 billion in Adjusted EBITDA. The company is set to play a dominant role in the $2 trillion North American construction market, with over 1,000 facilities and 19,000 employees. The spin-off is expected to be completed by the end of H1 2025, pending SEC approval and shareholder approval at Holcim’s 2025 Annual General Meeting in May.

(PRESS RELEASE) ZUG, 28-Feb-2025— /EuropaWire/ — Holcim (SWX: HOLN), a global leader in innovative and sustainable building solutions, has made a significant move toward the planned spin-off of its North American business by publicly filing Amrize’s Form 10 Registration Statement with the U.S. Securities and Exchange Commission (SEC). This filing is a key milestone in the process of Amrize becoming a standalone company. Once the spin-off is completed, Amrize will be North America’s largest building solutions provider, focusing exclusively on the region and offering a comprehensive suite of services from foundation to rooftop across all construction markets.

Amrize, which has built a solid track record of profitable growth, is well-positioned for continued success in North America’s $2 trillion construction industry. With revenue of $11.7 billion in 2024 and an Adjusted EBITDA of $3.2 billion, the company stands as a leader in both the Building Materials and Building Envelope segments. Amrize’s diverse portfolio includes key materials like cement, ready-mix concrete, and aggregates, as well as advanced roofing, insulation, and other envelope systems. Its market-leading brands, including OneCem and Elevate, enable Amrize to serve infrastructure, commercial, residential, new build, repair, and refurbishment markets.

With a workforce of 19,000 employees and over 1,000 production and distribution facilities across the U.S. and Canada, Amrize is primed to become a dominant player in North America’s construction industry. The historical financials for Amrize have been prepared on a “carve-out” basis under U.S. GAAP and are included in the Form 10 filing, which also provides important insights into the company’s strategy, operations, and market positioning.

Jan Jenisch, Chairman of Holcim, remarked, “The filing of the Form 10 marks an important step in our ambition to make Amrize North America’s leading building solutions company. Our financial strength and track record of success across all construction sectors position us to unlock significant value for our stakeholders.”

The Form 10, which is necessary for the registration of Amrize’s shares ahead of their spin-off and listing on a U.S. exchange, includes financial statements for 2022 to 2024, along with unaudited pro forma data for 2024. The document has been filed with the SEC and is available on Holcim’s spin-off investor page and on the SEC website. Holcim also plans to host an Investor Day on March 25, 2025, in New York City to provide further details on Amrize’s strategy, business plans, and capital priorities.

Holcim expects to complete the spin-off by the end of the first half of 2025, subject to customary approvals, including SEC approval of the Form 10 and final shareholder approval at Holcim’s 2025 Annual General Meeting scheduled for May 14, 2025.

About Holcim

Holcim is a global leader in innovative and sustainable building solutions with net sales of CHF 26.4 billion in 2024. Our 65,000 employees are driven by our purpose to build progress for people and the planet across our regions to improve living standards for all. We partner with our customers to offer the broadest range of advanced solutions, from sustainable building materials ECOPact and ECOPlanet, to our circular technology ECOCycle®, all the way to Elevate’s advanced roofing and insulation systems.

Learn more about Holcim on www.holcim.com, and by following us on LinkedIn.

Alternative Performance Measures definitions and reconciliations

This press release and other communications to investors contain certain financial measures of historical and future performance and financial positions that are not defined or specified by IFRS or that have been prepared under a different accounting standard than IFRS. Management believes that these alternative performance measures (APM) are useful information to help describe the performance of Amrize. 

The audited historical combined financial statements for Amrize and its subsidiaries for 2022 to 2024 (“Amrize Historical Financial Statements”) as contained in Amrize’s Form 10 Registration Statement (“Form 10”) and referred to in this press release were prepared on a “carve-out” basis in connection with the expected spin-off, and have been derived from the consolidated financial statements and historical accounting records of Holcim Ltd. The financial information for Amrize differs from the financial information presented in annual reports published by Holcim Ltd since the Amrize Historical Financial Statements as well as the financial information referred to in this press release (with the exception of the alternative performance measures set out under footnotes 2 to 3 below) have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), while the financial information in the annual reports published by Holcim Ltd is prepared under International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). For more information on Amrize Historical Financial Statements, the unaudited pro forma combined financial Information for 2024, and their respective basis of preparation, as well as comparative information for the respective prior-year periods of the financial measures referred to in this press release, please refer to the Form 10 (available at
https://www.holcim.com/sites/holcim/files/docs/amrize_form10_registration_statement.pdf).
Important disclaimer – forward-looking statements:

This press release contains forward-looking statements within the meaning of federal securities laws. Forward-looking statements include all statements that are not historical statements of fact and those regarding our intent, belief, or expectations, including, but not limited to: the future commercial or financial performance or the anticipated benefits of, effects of or expected timetable for completing the spin-off; Amrize’s expected areas of focus and strategy to drive growth and profitability and create long-term shareholder value; and any other statements regarding Amrize’s future operations, anticipated business levels, planned activities, anticipated growth, market opportunities, strategies and other expectations. In addition, there is also no assurance that the spin-off will be completed or that Holcim’s Board of Directors will continue to pursue the spin-off (even if there are no impediments to completion). We caution investors not to place undue reliance on any such forward-looking statements.  

Words such as “anticipate(s),” “expect(s),” “intend(s),” “believe(s),” “plan(s),” “may,” “will,” “would,” “could,” “should,” “seek(s),” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those forecasted or expected. Although we believe that the assumptions underlying the forward-looking statements are reasonable, we can give no assurance that our expectations will be attained. Important factors that could cause actual results to differ from those in our forward-looking statements include, without limitation: 1) the effect of political, economic and market conditions and geopolitical events, 2) the logistical and other challenges inherent in our operations, 3) the actions and initiatives of current and potential competitors, 4) the level and volatility of, interest rates and other market indices, 5) the outcome of pending litigation, and 6) the impact of current, pending and future legislation and regulation. In addition, no assurance can be given that any plan, initiative, goal, commitment, expectation, or prospect set forth in this press release can or will be achieved. Some of the other important factors that could cause Amrize’s actual results to differ materially from those included in any such forward-looking statements include, but are not limited to: factors related to the risk of an unexpected failure to complete, or unexpected delays in completing, the necessary actions for the planned separation or to obtain the necessary approvals or third party consents to complete these actions; the failure of Amrize to achieve some or all of the expected strategic benefits or opportunities expected from the separation; that Amrize may incur material costs and expenses as a result of the separation; that Amrize has no history operating as an independent, publicly traded company; and Amrize’s historical and pro forma financial information is not necessarily representative of the results that it would have achieved as a separate, publicly traded company and therefore may not be a reliable indicator of its future results; Amrize’s obligation to indemnify Holcim pursuant to the agreements entered into connection with the separation and the risk Holcim may not fulfill any obligations to indemnify Amrize under such agreements; that under applicable tax law, Amrize may be liable for certain tax liabilities of Holcim following the separation if Holcim were to fail to pay such taxes; the fact that Amrize may receive worse commercial terms from third-parties for services it presently receives from Holcim; that after the separation, certain of Amrize’s executive officers and directors may have actual or potential conflicts of interest because of their previous positions at Holcim; potential difficulties in maintaining relationships with key personnel; or that Amrize will not be able to rely on the earnings, assets or cash flow of Holcim and Holcim will not provide funds to finance Amrize’s working capital or other cash requirements. 

Readers should also carefully review the “Risk Factors” section of the registration statement on Form 10 relating to the spin-off, which has been filed by Amrize with the SEC. The registration statement on Form 10 identifies and addresses other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. 

These forward-looking statements reflect management’s judgment as of this date, and Holcim assumes no (and disclaims any) obligation to revise or update them to reflect future events or circumstances. We make no representations or warranties as to the accuracy of any statements or information contained in this press release. 

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities.

Contact Media Relations

Phone: ​+41 (0) 58 858 87 10
Email: media@holcim.com

Contact Investor Relations

Phone: +41 (0) 58 858 87 87
Email: investor.relations@holcim.com

SOURCE: HOLCIM