The ACCC will not oppose the acquisition of BGC Cementitious (BGC) by Cement Australia, Holcim, Heidelberg Materials Australia (HMA) and Adbri Pty Ltd.
BGC Cementitious and Cement Australia both supply aggregates, ready-mix concrete (RMX), asphalt and cement among other related products and services in greater Perth.
The ACCC decided not to oppose the transaction after the merger parties amended their original proposal.
"An initial proposed structure for the acquisition of BGC by Cement Australia, Holcim and HMA raised significant preliminary competition concerns for us, particularly in relation to the competitive overlap in RMX and aggregate quarries in Western Australia," ACCC Commissioner Dr Philip Williams said.
After the ACCC expressed concerns about the initial proposal, a new proposed structure was put forward involving the sale of certain assets to Adbri.
Adbri supplies cement in Western Australia but does not supply aggregates, RMX or asphalt in Western Australia.
The amended acquisition involves BGC divesting WA Cementitious, including cement assets and some limited RMX plants to Cement Australia, Holcim and HMA, with Adbri acquiring the majority of BGC's RMX assets as well as BGC's aggregates, asphalt, transport and materials technology centre assets.
"We examined the amended acquisition proposal very closely," Dr Williams said.
"In particular we looked at both the loss of BGC as a competitor in the supply of RMX and the risk that Cement Australia or Adbri would use their position as cement suppliers to hinder the ability of rival RMX suppliers to compete."
"While we acknowledge strong concerns from some market participants, we found that Cement Australia and Adbri would be likely to compete with each other to supply cement to RMX competitors after the acquisition." Dr Williams said.
In reaching its view, the ACCC found 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 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 also considered the extent to which the acquirers would have market power and be able to increase the price of RMX across Perth as well as in more localised markets.
The ACCC found, based on a detailed data analysis of existing delivery patterns and the marginal cost of servicing customers, that rival suppliers of RMX would continue to constrain HMA and Holcim post-acquisition across Perth.
Ultimately, the ACCC did not find that the amended acquisition would likely substantially lessen competition in any market.
Note
'Aggregates' refer to a particulate material used in construction and includes sand aggregate and crushed hard rock aggregates. Aggregates are quarried and used as an input into RMX and asphalt (as well as for some other mining and construction purposes).
'Cement' refers to a fine soft powder made from limestone, clay and other materials. It is used as the binding ingredient in RMX and hardens after contact with water.
'RMX' is concrete that is produced in and delivered by truck in a freshly mixed and unhardened state. RMX is manufactured from cement, aggregates, water and other additives.
'Asphalt' is a sticky, black, tar-like substance used to pave roads, parking lots, and other surfaces. It's made from mixing bitumen, aggregates and other filler materials in an asphalt plant.
Background
On 11 February 2025, Cement Australia, Holcim and HMA requested informal merger clearance to acquire BGC's aggregates, cement, RMX, asphalt, transport and materials technology centre assets in WA.
After the ACCC raised preliminary competition concerns with the Initial Proposed Acquisition, Cement Australia, Holcim, and HMA put forward the Amended Proposed Acquisition in May 2025, with BGC's support, that incorporates Adbri as a party.
The ACCC's decision relates to the Amended Proposed Acquisition, pursuant to which:
- Adbri will acquire certain BGC assets including aggregates and asphalt sites, six of BGC's RMX sites, two mobile RMX plants and the transport assets associated with those assets and the company's Materials Technology Centre (excluding cement-related assets),
- Cement Australia, Holcim and HMA will acquire BGC's cement plant and cement transport assets, and three RMX sites.
BGC Cementitious is a division of the BGC Group which supplies cementitious products in WA including cement and slag through BGC Cement, aggregate, hard rock and manufactured sand through BGC Quarries (which operates a hard rock quarry at The Lakes), RMX through BGC Concrete, and asphalt through BGC Asphalt. BGC Transport owns and operates vehicles, operating out of different hubs used in the BGC Cementitious business. BGC's Materials Technology Centre is a testing laboratory for cement, RMX, asphalt and related products located in Hazelmere.
Cement Australia is a privately held 50:50 joint venture between Holcim and HMA. Cement Australia supplies cementitious products and services, including bulk and packaged cement, fly ash and slag products. Cement Australia has operations in NSW, Victoria, Queensland, SA, ACT, WA and Tasmania. Cement Australia does not have any cement or slag production facilities in WA. The operations of Cement Australia are governed by a 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.
Holcim is a Swiss multinational company that manufactures and supplies various building materials across Australia, including aggregates, RMX and pre-cast pipes. In WA, Holcim owns and operates several RMX plants and aggregate quarries (hard rock and sand).
HMA is a German multinational company that manufactures and supplies various building materials across Australia, including aggregates, RMX and asphalt. In WA, HMA owns and operates a number of RMX plants and aggregate quarries (hard rock and sand).
Adbri is an Australian company which 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 WA, Adbri produces and supplies cement, slag and lime through its subsidiary, Cockburn Cement Limited. Adbri does not currently hold any assets or operate in markets for the supply of aggregates, RMX or asphalt in WA.
