CEMEX Announces Increased Recommended Offer for Rinker



    MONTERREY, MEXICO, April 9 /CNW/ - CEMEX, S.A.B. de C.V. (NYSE:   CX)
announced today that it had reached and signed an agreement with Rinker Group
Limited ("Rinker") (ASX: RIN, NYSE ADR: RIN) under which it would raise its
offer price to US$15.85 per share in cash, and that the Rinker Board of
Directors had unanimously agreed to recommend to its shareholders that they
accept the offer at this price, in the absence of a superior proposal.

    CEMEX's offer now represents a 45% premium to Rinker's last traded share
price during normal trading on ASX on October 27, 2006(1), and a 22% increase
from CEMEX's original offer of US$13.00. CEMEX has agreed to make no
adjustment to the offer price for the dividend paid by Rinker in December of
2006.

    The total enterprise value of the transaction, including Rinker's debt,
is approximately US$15.3 billion, equivalent to A$18.7 billion(1). The offer
is CEMEX's best and final offer, in the absence of a superior proposal.

    The combination of CEMEX and Rinker will create one of the world's
largest and most profitable building materials companies with pro forma
revenues of US$23.2 billion and more than 67,000 employees in more than 50
countries.

    Lorenzo H. Zambrano, Chairman of the Board and CEO of CEMEX, said, "This
is a good transaction for the stakeholders of both companies. The combination
of CEMEX and Rinker will create value for shareholders as well as customers,
particularly in key growth regions of the United States, through the
complementary nature of our operations and best practice sharing between our
organizations. It offers an attractive premium to Rinker's shareholders while
creating compelling value for CEMEX shareholders. Importantly, the transaction
meets our investment criteria and we remain committed towards achieving our
return on capital employed target."

    Mr. Zambrano continued, "We intend to regain our financial flexibility as
soon as possible and we expect to return to our steady state capital structure
within two years."

    The transaction has been unanimously approved by both companies' Boards
of Directors. The Rinker directors have also agreed to accept the Revised
Offer in respect of their own holdings. The offer will be extended to 7:00
P.M. on May 18, 2007 and is subject only to the acquisition of 90% of Rinker
shares. All other conditions have been waived, and all necessary approvals,
including Australian and U.S. regulatory approvals, have been obtained.

    Under the agreement signed with Rinker, subject to obtaining necessary
Australian regulatory approvals, CEMEX has agreed to offer existing
shareholders the option to accept a fixed amount of A$19.50 per share for the
first 2,000 ordinary shares they hold.

    Rinker has undertaken not to solicit or engage in discussions with other
parties regarding any competing proposal, subject to the Rinker directors
complying with their fiduciary duties, and has given certain other
undertakings in relation to the conduct of its business. A summary of the key
terms of the agreement is set out in the attachment.

    A Supplementary Bidder's Statement reflecting the full extent of the
agreement with Rinker, and the resulting Revised Offer, will be filed in the
coming days.

    CEMEX is a growing global building solutions company that provides high
quality products and reliable service to customers and communities in more
than 50 countries throughout the world. CEMEX has a rich history of improving
the well-being of those it serves through its efforts to pursue innovative
industry solutions and efficiency advancements and to promote a sustainable
future. For more information, visit www.cemex.com.

    ###

    A Supplementary Bidder's Statement will shortly be lodged with the
Australian Securities and Investments Commission, the Australian Stock
Exchange, the Mexican Stock Exchange and Mexican Stock Market Authorities.
When the Supplementary Bidder's Statement is sent to Rinker's shareholders, it
will be filed with the United States Securities and Exchange Commission (the
"Commission").

    Investors and security holders are urged to read the Supplementary
Bidder's Statement from CEMEX Australia Pty Ltd ("Bidder") regarding the
proposed Offer described above, when it becomes available, as it will contain
important information. Once filed in the United States with the Commission,
the Supplementary Bidder's Statement will be available on the Commission's web
site. Investors and security holders may obtain a free copy of the
Supplementary Bidder's Statement (when it is available) and other documents
filed by CEMEX with the Commission on the Commission's web site at
www.sec.gov. The Supplementary Bidder's Statement and these other documents
may also be obtained for free from Bidder, when they become available, by
directing a request to the CEMEX Offer Information Line on 1300 721 344
(within Australia) or 1 (866) 244 -1296 (toll free within the United States).

    This document includes "forward-looking statements." These statements
contain the words "anticipate", "believe", "intend", "estimate", "expect" and
words of similar meaning. All statements other than statements of historical
facts included in this document, including, without limitation, those
regarding CEMEX's financial position, business strategy, plans and objectives
of management for future operations (including development plans and
objectives relating to CEMEX's products and services) are forward-looking
statements. Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause the actual results,
performance or achievements of CEMEX to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are based on
numerous assumptions regarding CEMEX's operations and present and future
business strategies and the environment in which CEMEX will operate in the
future. These forward-looking statements speak only as of the date of this
document. Accordingly, there can be no assurance that such statements,
estimates or projections will be realized. None of the projections or
assumptions in this document should be taken as forecasts or promises nor
should they be taken as implying any indication, assurance or guarantee that
the assumptions on which such projections have been prepared are correct or
exhaustive or, in the case of assumptions, fully stated in this press release.
CEMEX expressly disclaims any obligation or undertaking to disseminate any
updates or revisions to any forward-looking information contained herein to
reflect any change in CEMEX's results or expectations with regard thereto or
any change in events, conditions or circumstances on which any such statement
is based, except as required by law. The projections and forecasts included in
the forward-looking statements herein were not prepared in accordance with
published guidelines of the American Institute of Certified Public
Accountants, the Commission or any similar body or guidelines regarding
projections and forecasts, nor have such projections or forecasts been
audited, examined or otherwise reviewed by the independent auditors of the
Company. You should not place undue reliance on these forward-looking
statements.

    Summary of Bid Agreement

    BidCo (Bidder) and CEMEX (CEMEX) have entered into a Bid Agreement with
Rinker (Rinker) dated April 9, 2007.

    VARIATION OF TAKEOVER OFFER

    Under the Agreement, Bidder has agreed to vary the terms of its off
market bid for all of Rinker's ordinary shares dated 14 November 2006 (the
Offer). The variation will:

    --  increase the consideration payable to Rinker shareholders to US$15.85
for each ordinary share in Rinker (the Higher Price);

    --  permit Rinker shareholders who accept the Offer to retain the whole
of the interim dividend of A$0.16 per ordinary share (which had a record date
of 24 November 2006) previously paid by Rinker to its shareholders, without
any reduction to the Higher Price payable to those who accept the Offer; and

    --  free the Offer from all defeating conditions other than the 90%
minimum acceptance condition.

    Bidder will today lodge with the Australian Securities and Investments
Commission and Rinker the required notice under section 650D of the
Corporations Act and lodge with the Australian Stock Exchange Limited the
required notice under section 650F of the Corporations Act as soon as is
practicable. The notice under section 650D must be sent to Rinker shareholders
no later than the time at which the supplementary bidder's statement is sent
to Rinker shareholders, which is 5 business days after the announcement of the
variation to the Offer.

    In addition, subject to obtaining any necessary ASIC modifications to the
Australian Corporations Act and Takeovers Panel approval (if required), Bidder
will vary the terms of the Offer so that Rinker Shareholders who had acquired
shares as at close of business on April 5 2007 and are subsequently registered
as holders by close of business on April 12 2007 and who accept the Offer are
given the option (in addition to the existing options available under the
Offer) to accept A$19.50 for the first 2,000 ordinary shares in the Target
held by that Target Shareholder.

    The Bidder must promptly apply to ASIC for the modifications required to
facilitate the variations referred to above. As soon as practicable after the
receipt of the required modifications from ASIC, the Bidder must take all
actions necessary to validly vary the terms of the Takeover Offer in the
manner contemplated above and make a public announcement of such variation.

    RECOMMENDATION BY RINKER'S DIRECTORS

    Under the Agreement, immediately following the announcement by Bidder of
the increase in offer price and waiver of bid conditions, Rinker's directors
must announce the Rinker board's unanimous intention to recommend the Offer at
the Higher Price, in the absence of a superior proposal. In addition, a
statement will be made that each Rinker director intends to accept the Offer
at the Higher Price, in the absence of a superior proposal.

    EXCLUSIVITY

    Under the Agreement, Rinker has agreed, for a period commencing on the
signing date and ending on the date that the Offer closes or lapses (the
Restriction Period), that:

    (a) it must ensure that neither it nor any of its officers, employees and
advisors, directly or indirectly solicits, initiates or invites any enquiries,
discussions or proposals with respect to, or to undertake due diligence in
connection with, a competing proposal for Rinker (the No Solicitation
Restriction); and

    (b) it must ensure that neither it nor any of its officers, employees and
advisors, negotiates or enters into, continues or participates in any
discussions or negotiations with any third party with respect to a competing
proposal, even if: that person's competing proposal was not directly or
indirectly solicited, initiated, or encouraged by Rinker or any of its
officers, employees and advisors; or that person has publicly announced their
competing proposal, and it must immediately terminate any such discussions or
negotiations that are underway at the date of the Agreement (the No Talk
Restriction);

    The obligations in paragraph (b) do not apply to the extent that they
restrict Rinker or the Rinker board from taking or refusing to take any action
provided that the Rinker directors have determined, in good faith after having
consulted with their external legal and financial advisers, that failing to
take, or failing to refuse to take, such action would or would be likely to
constitute a breach of the Rinker directors' fiduciary or statutory
obligations.

    NOTIFICATION OF OTHER APPROACHES

    Under the Agreement, Rinker has agreed that during the Restriction Period
if a competing proposal is announced or is received by Rinker which the Rinker
directors consider is superior to the Offer and the Rinker directors intend to
change or withdraw their recommendation in respect of the Takeover Offer,
Rinker must notify the Bidder of the material terms of, but not the identity
of the party making, the competing proposal (if it has not been publicly
announced).

    CONDUCT OF BUSINESS AND OTHER OBLIGATIONS

    Under the Agreement, during the Restriction Period, Rinker will not, and
will procure that the Rinker Group will not:

    (a) convert any or all or all of its shares into a larger or smaller
number of shares or resolve to reduce its share capital in any way; or

    (b) issue or agree to issue shares or convertible notes or grant or agree
to grant an option over its shares.

    During the shorter of the Restriction Period and the period commencing on
the date of the Agreement and ending 3 months later, Rinker:

    (a) will conduct, and will procure that the Rinker Group conducts, the
business of the Rinker Group in the usual and ordinary course of business;

    (b) will not, and will procure that the Rinker Group does not, charge or
agree to charge, the whole or a substantial part, of its business or property;
and

    (c) will not, and will procure that the Rinker Group does not, make any
material acquisitions or disposals or undertake any new commitments which
would have breached the condition set out in clause 8.6(h) of the Bidder's
Statement dated 30 October 2006 had it not been waived by the Bidder,

    In addition, during the Restriction Period, Rinker must not pay a
dividend, other than annual and half yearly dividends consistent with past
practice, (provided that this does not prejudice the Bidder's rights under
clause 8.8(e) of the Bidder's Statement to adjust the revised offer price in
respect of any such dividend) or undertake a buy-back, capital return or other
payment to shareholders without the consent of the Bidder and without
prejudice to the Bidder's rights under clause 8.8(e) to make adjustments to
the revised offer price, as appropriate.

    (1) Based on converting the Revised Offer into Australian dollars at an
exchange rate of A$1.00 to US$0.8167 which represents the latest Reserve Bank
Mid Point Rate available, dated 5 April 2007




For further information:

For further information: CEMEX, S.A.B. de C.V. Media Relations Jorge
Perez, (52-81) 8888-4334 or Investor Relations Eduardo Rendon, (52-81)
8888-4256 or Analyst Relations Ricardo Sales, (212) 317-6008 or Australian
Media Martin Debelle, (61-2) 9252-0622

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CEMEX, S.A.B. DE C.V.

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