|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
|
Schedule
TO/A
(Rule
14d-100)
Tender
Offer Statement under Section 14(d)(1)
of
the Securities Exchange Act of 1934
(Amendment
No. 25)
RINKER
GROUP LIMITED
ABN
53 003 433 118
(Name
of
Subject Company (issuer))
CEMEX
Australia Pty Ltd
ACN
122 401 405
CEMEX,
S.A.B. de C.V.
(Names
of
Filing Persons (offerors))
Ordinary
shares
American
Depositary Shares (each representing five ordinary shares)
Ordinary
Shares, ISIN AU000000RIN3
American
Depositary Shares, CUSIP 76687M101, ISIN US76687M1018
Mr.
Ramiro G. Villarreal Morales
General
Counsel
Av.
Ricardo Margain Zozaya #325,
Colonia
Valle del Campestre,
Garza
Garcia, Nuevo Leon, Mexico 66265
+52
81 8888 8888
Copy
to:
Richard
Hall
Cravath,
Swaine & Moore LLP
Worldwide
Plaza
825 Eighth
Avenue
New York,
NY 10019
(212) 474-1000
CALCULATION
OF FILING FEE
|
Transaction
Valuation(1)
|
Amount
of Filing Fee(2)
|
|
$3,262,941,077
|
$100,172
|
(1)
Estimated solely for the purpose of calculating the filing fee in accordance
with Rule 0-11(d) under the Securities Exchange Act of 1934 (the “Exchange
Act”), the transaction valuation is calculated by multiplying (i) 895,059,958
ordinary shares, which is the maximum number of ordinary shares of Rinker Group
Limited, including 22,479,805 ordinary shares represented by 4,495,961 ADSs
(according to documents filed by Rinker with the Australian Stock Exchange),
subject to the Offer, by (ii) 23%, which is the percentage of US Holders of
Rinker Securities (according to Rinker’s annual report on Form 20-F filed on May
23, 2006), and by (iii) the purchase price of $15.85 in cash for each ordinary
share and $79.25 for each ADS. Terms used and not defined in the
preceding sentence are defined below.
(2)
The amount of the filing fee, calculated in accordance with Rule 0-11 under
the
Securities Exchange Act of 1934, as amended, as modified by Fee Advisory No.
6
for the fiscal year 2007, equals $30.70 per $1,000,000 of transaction valuation.
$286,357 was paid on November 14, 2006, in accordance with Fee Advisory No.
3
for Fiscal Year 2007.
|
x
|
Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and
identify the filing with which the offsetting fee was previously
paid.
Identify the previous filing by registration statement number, or
the Form
or Schedule and the date of its filing.
|
||
|
Amount
Previously Paid: $286,357
|
|||
|
Form
or Registration No.: Schedule TO
|
|||
|
Filing
Party: CEMEX Australia Pty Ltd, ACN 122 401 405,
CEMEX,
S.A.B. de C.V.
|
|||
|
Date
Filed: November 14, 2006
|
|||
|
o
|
Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender
offer.
|
|
Check
the appropriate boxes below to designate any transactions to which
the
statement relates:
|
1
|
x
|
third-party
tender offer subject to Rule 14d-1.
|
|
o
|
issuer
tender offer subject to Rule 13e-4.
|
|
o
|
going-private
transaction subject to Rule 13e-3
|
|
o
|
amendment
to Schedule 13D under Rule 13d-2
|
2
This
Amendment No. 25 amends and supplements the Tender Offer Statement on Schedule
TO filed with the Securities and Exchange Commission on November 14,
2006 (the “Schedule TO”) and amended thereafter. The Schedule TO, as
amended, relates to the offer by CEMEX Australia Pty Ltd (“Bidder”), a
proprietary company registered under the laws of Victoria, Australia and
an
indirect wholly-owned subsidiary of CEMEX, S.A.B. de C.V. (“CEMEX”), to acquire
all the outstanding ordinary shares and American depositary shares of Rinker
Group Limited, a public company registered under the laws of New South Wales,
Australia (“Rinker”), upon the terms and subject to the conditions of the offer
(the “Offer”) (including, if the Offer is extended or amended, the terms and
conditions of any such extension or amendment), as described in the Bidder’s
Statement, dated October 30, 2006 (as amended, the “Bidder’s Statement”). Except
as specifically provided herein, this Amendment does not modify any of the
information previously reported on the Schedule TO, as amended. Capitalized
terms used herein that are not otherwise defined have the meanings given
to them
in the Bidder’s Statement.
Item
11. Additional Information.
On
July
16, 2007, CEMEX issued a press release announcing the expiration
of the
Offer. This Press Release is attached as Exhibit (a)(5)(K)
hereto.
Item
12. Exhibits.
|
Exhibit
|
Description
|
|
(a)(5)(K)
|
Press Release of CEMEX dated July 16, 2007 |
3
SIGNATURES
After
due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
Dated:
July 16, 2007
|
CEMEX
Australia Pty Ltd
|
|||
|
|
By:
|
/s/ Ramiro G. Villarreal Morales | |
| Name: Ramiro G. Villarreal Morales | |||
| Title: Director | |||
|
CEMEX,
S.A.B. de C.V.
|
|||
|
|
By:
|
/s/ Ramiro G. Villarreal Morales | |
| Name: Ramiro G. Villarreal Morales | |||
| Title: General Counsel | |||
4
Exhibit
Index.
|
Exhibit
|
Description
|
|
(a)(5)(K)
|
Press Release of CEMEX dated July 16, 2007 |
5
Exhibit
(a)(5)(K)
|
Media
Relations
Jorge
Pérez
(52-81)
8888-4334
|
Investor
Relations
Eduardo
Rendón
(52-81)
8888-4256
|
Analyst
Relations
Ricardo
Sales
(212)
317-6008
|
Australian
Media Contact
Martin
Debelle
(61-2)
9252-0622
|
CEMEX
OFFER
FOR RINKER EXPIRES
MONTERREY,
MEXICO, July 16, 2007.- CEMEX, S.A.B. de C.V. (NYSE: CX) announced
today that its offer to acquire all of the ordinary shares (Rinker Shares),
and
all of the American depositary shares (Rinker ADS) representing ordinary shares,
in Rinker Group Limited (“Rinker”) (ASX: RIN, NYSE ADR: RIN) expired at 7 pm
(Sydney Time) on July 16, 2007 / 5 am (New York Time) on July 16,
2007.
Securities
representing approximately 855,846,390 Rinker Shares (or 95.62% of the
outstanding Rinker Shares) were validly tendered and accepted for payment,
including approximately 795,530,900 Rinker Shares and approximately 12,063,098
Rinker ADSs (representing approximately 60,315,490 Rinker Shares).
In
addition,
Notices of Guaranteed Delivery were received with respect to approximately
72,170 Rinker ADSs (representing approximately 360,850 Rinker Shares). Pursuant
to the terms of the offer, Rinker ADSs listed in a Notice of Guaranteed Delivery
must be validly tendered within 3 trading days following the delivery of such
notice in order to be accepted for payment.
As
announced on
July 10, 2007, CEMEX has commenced a compulsory acquisition under Australian
law
for the remaining Rinker Shares.
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.
###
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.
2