MONTERREY, MEXICO, April 9, 2007 - 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, 20061, 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 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.