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. 19)
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)
(Titles
of Classes of Securities)
Ordinary
Shares, ISIN AU000000RIN3
American
Depositary Shares, CUSIP 76687M101, ISIN US76687M1018
(CUSIP
and ISIN Numbers of Classes of Securities)
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
(Name,
address and telephone number of
person
authorized to receive notices and communications on behalf of filing
persons)
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. 19 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
May
10, 2007, CEMEX issued a Press Release announcing that it will terminate
withdrawal rights when the Offer to acquire Rinker is declared unconditional.
This Press Release is attached as Exhibit (a)(5)(D).
Item
12. Exhibits.
|
Exhibit
|
Description
|
|
|
(a)(5)(D)
|
Press
Release of CEMEX announcing that it will terminate withdrawal rights
when
the Offer to acquire Rinker is declared
unconditional.
|
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:
May 14, 2007
| CEMEX Australia Pty Ltd | |||
|
|
By:
|
/s/ Mr. Ramiro G. Villarreal Morales | |
| Name: Mr. Ramiro G. Villarreal Morales | |||
| Title: Director | |||
|
CEMEX,
S.A.B. de C.V.
|
|||
|
|
By:
|
/s/
Mr. Ramiro G. Villarreal Morales
|
|
|
Name:
Mr. Ramiro G. Villarreal Morales
|
|||
|
Title:
General Counsel
|
|||
4
Exhibit
Index.
|
Exhibit
|
Description
|
|
|
(a)(5)(D)
|
Press
Release of CEMEX announcing that it will terminate withdrawal rights
when
the Offer to acquire Rinker is declared
unconditional.
|
5
Exhibit
(a)(5)(D)
|
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
ANNOUNCES THAT IT WILL TERMINATE
WITHDRAWAL
RIGHTS WHEN ITS OFFER TO ACQUIRE
RINKER
IS DECLARED UNCONDITIONAL
MONTERREY,
MEXICO, May 10, 2007.- CEMEX, S.A.B. de C.V. (NYSE: CX)
announced today that CEMEX will terminate withdrawal rights which arise under
Rule 14d-7 and Section 14(d)(5) of the Securities Exchange Act of 1934,
described in Section 7.3 of the Bidder’s Statement if, and on the date that, its
Offer to acquire shares of Rinker Group Limited (“Rinker”) (ASX: RIN, NYSE ADR:
RIN) is declared unconditional.
As
previously announced, CEMEX will declare its Offer to be unconditional if
CEMEX’s aggregate interest in Rinker Shares exceeds 50% on or before June 8,
2007. If CEMEX’s aggregate interest in Rinker exceeds 50% on or before May 31,
2007, then on a day that is no earlier than May 18, 2007, CEMEX will waive
the
90% minimum acceptance condition, declare the Offer unconditional and such
withdrawal rights will lapse. If CEMEX’s aggregate interest in Rinker exceeds
50% on a date after May 31, 2007 and on or before June 8, 2007, which will
result in an automatic statutory extension of the Offer Period for 14 days
after
that time, CEMEX will waive the 90% minimum acceptance condition, declare
the
Offer unconditional and CEMEX will terminate such withdrawal rights on such
date. Rinker security holders should withdraw their tenders
immediately if their willingness to tender into the Offer would be affected
by a
waiver of the minimum acceptance condition.
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.
###
1
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