UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1)
of the
Securities Exchange Act of 1934
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.
______________________________________________________________________________________________________________________
(Name
of
Filing Persons (identifying status as offeror))
Ordinary
shares,
American
Depositary Shares, each representing the right to receive five Ordinary
Shares
______________________________________________________________________________________________________________________
(Title
of
Class of Securities)
Ordinary
Shares, ISIN AU000000RIN3
American
Depositary Shares, CUSIP 76687M101, ISIN US76687M1018
______________________________________________________________________________________________________________________
(CUSIP
Number of Class 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
person)
With
a 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
|
Amount
of Filing Fee
|
|
Not
Applicable*
|
Not
Applicable*
|
*
Pursuant to General Instruction D to Schedule TO, no filing fee is required
because this filing contains only preliminary communications made before the
commencement of a tender offer.
|
o
|
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: N.A.
|
||
|
Form or Registration No.: N.A
|
||
|
Filing
Party: N.A.
|
||
|
Date
Filed: N.A.
|
||
|
x
|
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:
|
|
|
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
|
|
Check
the following box if the filing is a final amendment reporting
the results
of the tender offer:
|
o
|
2
Item
12.
Exhibits.
|
Exhibit
|
Description
|
|
|
(a)(5)(A)
|
Press
release issued by CEMEX, S.A.B. de C.V., dated October 27,
2006.
|
|
| (a)(5)(B) |
Presentation, dated October 27, 2006.
|
3
Item 14.
Exhibit Index.
|
Exhibit
|
Description
|
|
|
(a)(5)(A)
|
Press
release issued by CEMEX, S.A.B. de C.V., dated October 27,
2006.
|
|
| (a)(5)(B) |
Presentation, dated October 27, 2006.
|
4
Exhibit
(a)(5)(A)
CEMEX
OFFERS TO ACQUIRE
RINKER
FOR
US$12.8 BILLION
MONTERREY,
MEXICO, October 27, 2006
- CEMEX, S.A.B. de
C. V. (“CEMEX”) (NYSE: CX) today announced that it intends to make an offer to
acquire all of the outstanding shares of Rinker Group Limited (“Rinker”) (ASX:
RIN, NYSE ADR: RIN) for US$13.00
per share, equivalent to A$17.001 per
share, in cash. The offer represents a 26.2% premium over the three month volume
weighted average price of Rinker’s shares and a premium of 27.0% over its
closing price2 on
the Australian Stock Exchange on October 27, 2006. This represents a multiple
of
9.2 times Rinker’s EBITDA in the twelve months to the last reported quarter,
June 30, 2006. The total enterprise value of the transaction, including Rinker’s
debt, is approximately US$12.8 billion, equivalent to A$16.8 billion1.
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 and CEO of CEMEX, said, “Combining Rinker with CEMEX will
generate value for the shareholders of both companies. Rinker’s strong presence
in key regions of the U.S., which complements our existing U.S. operations,
will
significantly strengthen our ability to serve customers in the world’s largest
and most dynamic building materials market. At the same time, Rinker’s
attractive position in Australia extends CEMEX’s global network into an exciting
new market.
“Our
offer provides
full and fair value to Rinker shareholders and makes good strategic and
financial sense for CEMEX. The complementary nature of the two businesses
uniquely positions us to unlock Rinker’s inherent value, which is reflected in
the substantial premium that we are offering Rinker’s shareholders.
1 Based
on an exchange rate of A$1.00 to US$0.7645, as published by the Reserve
Bank of
Australia as of October 27, 2006.
2 Based
on the last traded price of Rinker shares during normal trading on Australian
Stock Exchange.
“CEMEX
has a proven
track record of disciplined acquisitions and successful integrations. The
acquisition of Rinker meets our strict investment criteria and will further
reduce the volatility of CEMEX’s cash flow and our cost of capital.”
CEMEX
expects to
achieve approximately US$130 million pre-tax of annual cost synergies by the
third year following the acquisition of Rinker, primarily from the sharing
of
best practices and the implementation of CEMEX’s standardized business processes
throughout the combined company.
“We
expect this
transaction to be immediately accretive to free cash flow and to cash earnings
per share”, Mr. Zambrano said. “We are committed to restoring our financial
flexibility, as measured by reducing the ratio of net debt to EBITDA, to no
more
than 2.7 within two years. We did this after Southdown and after RMC, and we
will do so after this transaction.”
The
transaction is
subject to customary closing conditions, including the acquisition of more
than
90% of Rinker shares, Australian and U.S. regulatory approval and approval
by
CEMEX shareholders. The offer is also for all outstanding American depositary
shares of Rinker (NYSE ADR: RIN) for US$65.00
per American
depositary share in cash. Each Rinker American depositary share represents
a
beneficial interest in five shares of Rinker. A summary of the conditions to
the
Offer is attached in Appendix A.
CEMEX
has obtained
committed facilities, sufficient to satisfy in full the cash consideration
payable to Rinker shareholders under the terms of the offer.
CEMEX’s
offer is
being made in U.S. Dollars, consistent with Rinker’s reporting currency and
reflecting the location of the vast majority of its assets. Rinker’s
shareholders will be given the opportunity to elect to receive their offer
consideration in Australian Dollars, converted at the exchange rate prevailing
at the time of payment.
Citigroup
is acting
as lead financial advisor to CEMEX and JP Morgan is acting as co-financial
advisor. Allens Arthur Robinson and Cravath, Swaine & Moore LLP are acting
as legal counsel to CEMEX in relation to the offer.
Webcast
and
presentations
A
webcast
presentation will be accessible live at 10:00 AM U.S. EST. You may access the
live presentation at www.cemex.com, or you may access the audio-only conference
call by dialing +1 617-614-3473 and entering the passcode 96960039.
A
recording of the
webcast and the conference call will be available from 1:00 PM U.S. EST on
October 27 (3:00 AM Sydney time on October 28). You may access the webcast
recording at www.cemex.com, or by dialing +1 617-801-6888. The recording
passcode is 90642654.
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. Commemorating its 100th anniversary in 2006,
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.
The
Bidder’s
Statement will be lodged with the Australian Securities and Investments
Commission, the Australian Stock Exchange, the Mexican Stock Exchange and
Mexican Stock Market Authorities shortly. When the 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 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 Bidder's Statement will be available on the
Commission's web site. Investors and security holders may obtain a free copy
of
the Bidder's Statement (when it is available) and other documents filed by
Bidder with the Commission on the Commission's web site at www.sec.gov.
The 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.
Contact
Information:
|
Global
and U.S. Media Inquiries
|
Australian
Media Inquiries
|
|
Chuck
Burgess
or Winnie Lerner
|
Martin
Debelle
|
|
Abernathy
MacGregor Group
|
Cannings
Corporate Communications
|
|
+212
371-5999
|
+61
2 9252
0622
|
CEMEX
Javier
Treviño
VP
Corporate Communications & Public Affairs (Monterrey)
+52
81 8888
4489
Appendix
A
Conditions
to Offer
For
the purposes of
the conditions set out below, unless the context requires
otherwise:
ADR
means American depositary receipts which evidence the Rinker
ADSs.
Announcement
Date means 27 October 2006 (Sydney time).
Approval
means:
| (a) | a consent, authority, licence, approval, order, ruling, waiver or exemption which is required by law or by a Public Authority; or |
| (b) |
in
relation to
anything which will be fully or partly prohibited or restricted by
law if
a Public Authority intervenes or acts in any way within a specified
period
after lodgement, filing, registration or notification, the expiry
or
termination of that period without intervention or
action.
|
ASIC
means the Australian Securities and Investments Commission.
Bidder
means CEMEX Australia Pty Ltd (ACN 122 401 405), a wholly-owned
indirect subsidiary of CEMEX.
Bidder’s
Statement means the statement of Bidder under Part 6.5 of the
Corporations Act relating to the Offer.
CEMEX
means CEMEX, S.A.B. de C.V.
CEMEX
Group means CEMEX and its Related Entities as at the date of the
Bidder’s Statement.
Corporations
Act means the Corporations Act 2001
(Cth).
Defeating
Condition means each condition set out in paragraphs (a) to (n)
below.
FATA
means the Foreign Acquisitions and Takeovers Act 1975
(Cth).
HSR
Act means the United States Hart-Scott-Rodino Antitrust
Improvements Act of 1976.
Offer
means, as the context requires, the offer for Rinker Securities contained in
the
Bidder's Statement, or the off-market takeover bid constituted by that offer
and
each other offer by Bidder for Rinker Securities in the form of that offer,
including in each case as varied in accordance with the Corporations
Act.
Offer
Period means the period during which the Offer will remain open
for acceptance in accordance with its terms.
Public
Authority means any government or any governmental,
semi-governmental, statutory or judicial entity or authority, or any minister,
department, office or delegate of any government, whether in Australia, the
United States or elsewhere. It also includes any self-regulatory organisation
established under statute and any stock exchange.
Related
Entity, in relation to an entity, means an entity which is a
related body corporate of that entity under section 50 of the Corporations
Act.
Rinker
means Rinker Group Limited (ACN 003 433 118).
Rinker
ADS means an American depositary share issued by JPMorgan Chase
Bank, N.A., in its capacity as the depositary of Rinker's American ADR program,
representing beneficial interests in five Rinker Shares.
Rinker
ADSholder means a person registered as the holder of Rinker ADSs
in the ADR register maintained by JPMorgan Chase Bank, N.A., in its capacity
as
the depositary of Rinker's ADR program.
Rinker
Group means Rinker and its Related Entities as at the date of the
Bidder's Statement.
Rinker
Securities means Rinker ADSs and Rinker Shares.
Rinker
Securityholder means a Rinker ADSholder or Rinker
Shareholder.
Rinker
Shareholder means a person registered in the register of members
of Rinker as a holder of Rinker Shares.
Rinker
Shares means fully paid ordinary shares in Rinker.
SEC
means the United States Securities and Exchange Commission.
Treasurer
means the Treasurer of the Commonwealth of Australia.
US
Exchange Act means the United States Securities and Exchange
Act of 1934.
The
Offer will be
subject to the following conditions:
| (a) |
Minimum
acceptance
|
At
or before the
end of the Offer Period, Bidder has relevant interests in at least 90% of
Rinker
Shares.
| (b) |
CEMEX
shareholder approval
|
Before
the end of
the Offer Period, all resolutions necessary to approve, effect and implement
the
Offer and the acquisition of Rinker Securities by Bidder or any other CEMEX
Group member are passed by the requisite majority of CEMEX shareholders at
a
general shareholders' meeting of CEMEX.
| (c) |
Foreign
investment approval –
Australia
|
One
of the
following occurs before the end of the Offer Period:
| (i) |
the
Treasurer
or his agent advises Bidder to the effect that there are no objections
to
the acquisition of up to all the Rinker Securities by Bidder (by
any means
permitted by the Corporations Act) in terms of the Commonwealth
Government’s foreign investment policy;
|
| (ii) |
no
order is
made in relation to the Offer under section 22 of FATA within a
period of 40 days after Bidder has notified the Treasurer that it
proposes
to acquire Rinker Securities under the Offer, and no notice is given
by
the Treasurer to Bidder during that period to the effect that there
are
any objections to the acquisition of the Rinker Securities by Bidder
(by
any means permitted by the Corporations Act) in terms of the Commonwealth
Government’s foreign investment policy;
or
|
| (iii) |
where
an
order is made under section 22 of FATA, a period of 90 days has
expired after the order comes into operation and no notice has been
given
by the Treasurer to Bidder during that period to the effect that
there are
any objections to the acquisition of the Rinker Securities by Bidder
(by
any means permitted by the Corporations Act) in terms of the Commonwealth
Government’s foreign investment policy.
|
| (d) |
Antitrust
approvals –
United States
|
Before
the end of the
Offer Period, all applicable waiting periods (including any extensions)
under
the HSR Act shall have expired or been otherwise terminated in respect
of the
Offer.
| (e) |
Other
regulatory approvals
|
Before
the end of
the Offer Period, Bidder receives all Approvals (other than those referred
to in
paragraphs (c) and (d):
| (i) |
that
are
necessary to permit the Offer to be lawfully made to, and accepted
by,
Rinker Securityholders; or
|
| (ii) |
that
are
required as a result of the Offer or the successful acquisition
of Rinker
Securities and are necessary for the continued operation of the
business
of the Rinker Group, or of the CEMEX Group, substantially on
the same
terms as the relevant business was conducted as at the date of
the
Bidder’s Statement,
|
in
each case on an
unconditional basis or on the basis of conditions that impose only non-material
requirements incidental to the Approval, and, at the end of the Offer
Period,
all of those Approvals remain in full force and effect in all respects
and are
not subject to any notice or indication of intention to revoke, suspend,
restrict, modify or not renew those Approvals.
| (f) |
No
regulatory actions
|
Between
the
Announcement Date and the end of the Offer Period:
| (i) |
there
is not
in effect any preliminary or final decision, order or decree
issued by a
Public Authority;
|
| (ii) |
no
action or
investigation is announced, commenced or threatened by any Public
Authority; and
|
| (iii) |
no
application is made to any Public Authority (other than by Bidder
or any
of its associates),
|
in
consequence of
or in connection with the Offer (other than an application to, or a decision
or
order of, ASIC or Takeovers Panel for the purpose, or in exercise, of
the powers
and discretions conferred on it by the Corporations Act or SEC for the
purpose,
or in exercise, of the powers and discretions conferred on it by the
US Exchange
Act) which restrains or prohibits or impedes, or threatens to restrain,
prohibit
or impede, the making of the Offer or the acquisition of Rinker Securities
under
the Offer or the completion of any transaction contemplated by the Bidder's
Statement, or seeks to require the divestiture by Bidder of any Rinker
Securities, or the divestiture of any material assets of the Rinker Group
or the
CEMEX Group.
| (g) |
No
material adverse change
|
Between
the
Announcement Date and the end of the Offer Period, no event, change or
condition
occurs, is announced or becomes known to Bidder (whether or not it becomes
public) where that event, change or condition has had, or could reasonably
be
expected to have, a material adverse effect on:
| (i) |
the
business,
assets, liabilities, financial or trading position, profitability
or
prospects of the Rinker Group, taken as a whole, since
31 March 2006; or
|
| (ii) |
the
status or
terms of arrangements entered into by the Rinker Group, or on
the status
or terms of any approvals, licences or permits from Public Authorities
applicable to the Rinker Group,
|
except
for events,
changes and conditions publicly announced by Rinker or otherwise disclosed
in
public filings by Rinker or any of its subsidiaries prior to the Announcement
Date where the relevant disclosure is not, and is not likely to be, incomplete,
incorrect, untrue or misleading.
| (h) |
No
material mergers, acquisitions, disposals or new
commitments
|
Between
the
Announcement Date and the end of the Offer Period, except for any proposed
transaction publicly announced by Rinker before the Announcement Date,
neither
Rinker nor any subsidiary of Rinker:
| (i) |
consolidates
with or mergers with or into any other person (other than, in
the case of
a subsidiary of Rinker, a wholly-owned subsidiary of Rinker)
or announces
an intention to do so;
|
| (ii) |
acquires,
offers to acquire or agrees to acquire one or more entities,
businesses or
assets (or any interest in one or more entities, businesses
or assets) for
an amount in aggregate greater than US$200 million, or announces an
intention to do so;
|
| (iii) |
disposes,
offers to dispose or agrees to dispose of one or more entities,
businesses
or assets (or any interest in one or more entities, businesses
or assets)
for an amount, or in respect of which the book value (as recorded
in
Rinker's consolidated statement of financial position as at
31 March 2006) is, in aggregate, greater than
US$200 million, or announces an intention to do
so;
|
| (iv) |
enters,
offers to enter or agrees to enter into any transaction or becomes
the
subject of any obligation which would require the expenditure,
the
foregoing of revenue or may result in Rinker or any subsidiary
of Rinker
incurring any actual or contingent liability of an amount which
is, in
aggregate, more than US$200 million, or announces its intention to do
so; or
|
| (v) |
enters,
offers to enter or agrees to enter into, any agreement, joint
venture or
partnership which is for a term longer than two years, other
than in the
ordinary course of business, or announces its intention to do
so,
|
and
during that
period the business of the Rinker Group is otherwise carried on in the
ordinary
and usual course of business.
| (i) |
Change
of control and other rights under certain
agreements
|
No
person has, or
before the end of the Offer Period is granted, any right (whether conditional
or
not) under any agreement or arrangement which is material in the context
of the
business of the Rinker Group (which includes any agreement or arrangement
the
termination of which is likely to adversely affect the revenue or costs
of the
Rinker Group by more than US$200 million per annum, or the assets or
liabilities of the Rinker Group by more than US$200 million), as a result
of the Bidder acquiring Rinker Securities, to:
| (i) |
acquire,
or
require the disposal of, or require Rinker or a subsidiary of
Rinker to
offer to dispose of, any material asset of the Rinker Group;
or
|
| (ii) |
terminate,
or
vary the terms or performance of, any material agreement or arrangement
with Rinker or a subsidiary of Rinker,
|
other
than rights
for which a written enforceable, irrevocable and unconditional waiver
or release
has been obtained by Rinker and a copy provided Bidder before the end
of the
Offer Period.
| (j) |
Index
out
|
During
the period
from the Announcement Date to the end of the Offer Period, the S&P/ASX 200
Index does not fall below 4,800 at any time on an ASX trading day.
| (k) |
Equal
access to information
|
During
the period
from the Announcement Date to the end of the Offer Period, Rinker promptly
(and
in any event within two business days) provides Bidder a copy of all
information
that is not generally available (within the meaning of the Corporations
Act)
relating to Rinker or any subsidiary of Rinker or any of their respective
businesses or operations that has been or is provided by Rinker or any
subsidiary of Rinker or any of their respective officers, employees,
advisers or
agents (collectively, Rinker
Disclosures)
to any person
(other than Bidder or any other member of the CEMEX Group) for the purpose
of,
or in connection with, soliciting, encouraging or facilitating a proposal
or
offer by that person, or by any other person, under which:
| (i) |
any
person
(together with its associates) may acquire voting power of 10%
or more in
Rinker or any subsidiary of Rinker;
|
| (ii) |
any
person
may acquire, directly or indirectly, any interest in all or a
substantial
part of the business or assets of the Rinker Group;
or
|
|
(iii)
|
that
person
may otherwise acquire control of or merge or amalgamate with
Rinker or any
subsidiary of Rinker.
|
| (l) |
Dividends
|
During
the period
from the Announcement Date to the end of the Offer Period, other than
interim or
final cash dividends, the payment of which does not result (or could
not
reasonably be expected to result) in Rinker declaring dividends in excess
of 35%
of its consolidated net profit for the financial year in respect of which
the
dividend is declared or paid, Rinker does not make or declare any distribution
whether by way of dividend, capital reduction or otherwise and whether
in cash
or in specie.
| (m) |
No
Prescribed Occurrences
|
During
the period
from the date of the Bidder's Statement to the end of the Offer Period,
none of
the following occurrences (being those listed in section 652C of the
Corporations Act) happens:
| (i) |
Rinker
converts all or any of its shares into a larger or smaller number
of
shares;
|
| (ii) |
Rinker
or a
subsidiary of Rinker resolves to reduce its share capital in
any
way;
|
| (iii) |
Rinker
or a
subsidiary of Rinker enters into a buy-back agreement or resolves
to
approve the terms of a buy-back agreement under section 257C(1) or
257D(1) of the Corporations Act;
|
| (iv) |
Rinker
or a
subsidiary of Rinker issues shares, or grants an option over
its shares,
or agrees to make such an issue or grant such an
option;
|
| (v) |
Rinker
or a
subsidiary of Rinker issues, or agrees to issue, convertible
notes;
|
| (vi) |
Rinker
or a
subsidiary of Rinker disposes, or agrees to dispose, of the whole,
or a
substantial part, of its business or
property;
|
| (vii) |
Rinker
or a
subsidiary of Rinker charges, or agrees to charge, the whole,
or a
substantial part, of its business or
property;
|
| (viii) |
Rinker
or a
subsidiary of Rinker resolves to be wound
up;
|
| (ix) |
a
liquidator
or provisional liquidator of Rinker or of a subsidiary of Rinker
is
appointed;
|
| (x) |
a
court makes
an order for the winding up of Rinker or of a subsidiary of
Rinker;
|
| (xi) |
an
administrator of Rinker, or of a subsidiary of Rinker, is appointed
under
section 436A, 436B or 436C of the Corporations
Act;
|
| (xii) |
Rinker
or a
subsidiary of Rinker executes a deed of company arrangement;
or
|
| (xiii) |
a
receiver,
or a receiver and manager, is appointed in relation to the whole,
or a
substantial part, of the property of Rinker or of a subsidiary
of
Rinker.
|
| (n) |
No
Prescribed Occurrences between the Announcement Date and date
of Bidder's
Statement
|
During
the period
from the Announcement Date to the date that is the day before the date
of the
Bidder's Statement, none of the occurrences listed in sub-paragraphs
(i) to
(xiii) of paragraph (m) happened.
CEMEX
Building the future™
Cemex
Hector Medina Executive Vice President, Planning & Finance October 27,
2006
Disclaimer This presentation has been prepared by CEMEX, S.A.B. de C. V. (“CEMEX” or the "Company"), solely for informational purposes in connection with the proposed transaction described herein. This presentation does not constitute an offer to or an invitation for any person or to the general public to subscribe for or otherwise acquire securities issued by CEMEX in any jurisdiction or an inducement to enter into investment activity. This presentation also does not constitute a solicitation of any vote or approval in connection with the proposed transaction. The information contained in this presentation has not been independently verified. No representation or warranty express or implied is made or given as to and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information, statements, estimates, projections or the opinions contained herein and no person is authorized to make any such representation or warranty. None of the Company nor any of its respective affiliates shall have any liability whatsoever (in negligence or otherwise) for any loss or damages however arising from any use of this presentation or its contents by any person or otherwise arising in connection with the presentation. This presentation is only for persons having qualified professional experience in financial matters relating to investments and must not be acted or relied on by persons who are not experienced in financial matters. This presentation 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 presentation, including, without limitation, those regarding the Company’s financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to the Company’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 the Company 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 the Company’s operations and present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as of the date of this presentation. Accordingly, there can be no assurance that such statements, estimates or projections will be realized. None of the projections or assumptions in this presentation 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 presentation. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking information contained herein to reflect any change in the Company’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 U.S. Securities and Exchange 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. CEMEX’s bidder’s statement will be lodged with the Australian Securities and Investments Commission, the Australian Stock Exchange, the Mexican Stock Exchange, and the Mexican Stock Market Authorities shortly. When the bidder’s statement is sent to Rinker Group Limited (“Rinker”) shareholders it will be filed with the United States Securities and Exchange Commission (the “Commission”). Investors and security holders are urged to read the bidder’s statement from regarding the proposed offer referred to in the foregoing information, when it becomes available, as it will contain important information. Once filed in the United States with the Commission the bidder’s statement will be available on the Commission’s web site. Investors and security holders may obtain a free copy of the bidder’s statement (when it is available) and other documents filed by the Company with the Commission on the Commission’s web site at www.sec.gov. The bidder’s statement and these other documents may also be obtained for free from the Company, when they become available, by directing a request to the representatives of the Company listed below. No information made available to you in connection with this presentation may be passed on, copied, reproduced or otherwise disseminated to any other person. The release, publication or distribution of this presentation in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this presentation is released, published or distributed should inform themselves about and observe such restrictions. Past performance cannot be relied upon as a guide to future performance. None of the statements in this presentation are intended to mean that CEMEX's earnings per share for any period will necessarily exceed those of any prior period as a result of the proposed acquisition of Rinker. All communications, inquiries and requests for information regarding the proposed transaction or this presentation should be directed to the representatives of the Company listed below: Ricardo Sales, Analyst Relations, ricardojavier.sales@CEMEX.com, +1 212 317 6008 Eduardo Rendón, Investor Relations, eduardo.rendon@CEMEX.com, +52 81 8888 4256 This presentation is the property of CEMEX. This information may not be copied, quoted or transmitted without the prior written consent of CEMEX. Copyright CEMEX and its subsidiaries.
Summary
transaction overview Key Terms Offer to acquire Rinker Group Limited (“Rinker”)
- 100% cash US$ 13.00 per share (equivalent(1) to A$ 17.00 per share)
26% premium to three month average price Total transaction value: US$ 12.8
Billion 9.2x TEV / EBITDA LTM Main conditions Acquisition of >90% of Rinker
shares Customary Australian (mainly FIRB) and U.S. (mainly anti-trust)
regulatory approvals Approval by CEMEX shareholders (1) At the October 27,
2006
exchange rate of US$/A$ 0.7645 as published by the Reserve Bank of
Australia.
Summary
transaction overview Financing 100% debt-financed(1) Fully committed
financing available from RBS, Citibank, JPMorgan and BBVA-Bancomer Pro forma
Impact Expected to be immediately accretive to Free Cash Flow per share
Expecting Return on Capital Employed to be above cost of capital by year
one
Expecting recurring pre-tax synergies of US$ 130 M By year three Expecting
to
reach Net Debt / EBITDA target of 2.7x within two years 1) Financing may
be
complemented with cash on hand
Full
offer to Rinker shareholders Substantial premium to key pricing benchmarks
Rinker share price (A$) CEMEX offer US$ 13.00 (equivalent(1) to A$
17.00) 20.4% 14.1 1-month VWAP 26.2% 13.5 3-month VWAP 15.4% 14.7 6-month
VWAP
CEMEX offer US$ 13.00 (equivalent(1) to A$ 17.00) 29.3% 13.2 Sept
27th close 27.0% 13.4 Oct 27th close(2) (1) At the October 27, 2006
exchange rate of US$/A$ 0.7645 as published by the Reserve Bank of Australia.
(2) Based on the last traded price of Rinker shares during normal trading
on ASX
on 27 October 2006. Source: Bloomberg
Full
offer to Rinker shareholders Attractive multiple Total Enterprise Value /
LTM
EBITDA 9.2 CEMEX offer for Rinker (multiple over LTM EBITDA) 8.1 Comparable
transactions (Rinker Sep06 presentation) Premium to target prices Average
broker
target price US$ 13.00 (equivalent(1) to A$ 17.00) CEMEX offer for Rinker
A$15.6
Average broker target price for Rinker Source: Rinker public filings ; Bloomberg
(brokers targets) ; see appendix for exact references (1) At the October
27,
2006 exchange rate of US$/A$ 0.7645 as published by the Reserve Bank of
Australia.
CEMEX
Lorenzo Zambrano Chairman & CEO October 27, 2006
A
solid strategic rationale for CEMEX Enhances CEMEX’s position across the value
chain Cement, Aggregates, Ready-Mix and Concrete Products Improves CEMEX’s
positioning in the U.S. Complementary products and geographies Provides CEMEX
with a major presence in Australia Captures synergies and leverages best
practices Reduces cash-flow volatility and lowers cost of
capital
Rinker:
an important building materials player in the U.S. and Australia Presence
in
attractive U.S. states and Australia Particularly strong in Florida and Arizona
Solid Australian footprint Strong positions in main markets Top 3 in Ready-Mix
and top 5 in Aggregates in the U.S. One of top 3 building materials players
in
Australia Aggregates reserves of 3.6 B metric tons About 30 years of production
in the U.S. About 43 years of production in Australia Estimated FY 2007 net
revenue of US$ 5.54 B and EBITDA of US$ 1.45 B Note: all figures in this
presentation are indicated in the international (metric), not imperial (yard),
system Source: IR Channel (consensus estimate)
Rinker
focused on high growth markets Mostly Sunbelt states, very complementary
to
CEMEX Expected 2005-2015 population growth 15% and up 10% - 15% 5% - 10%
0% - 5%
Rinker footprint Aggregates Concrete Cement Others(1) Note: Size of
symbols indicates relative number of facilities (1) Asphalt, Concrete pipes,
Distribution and Block Source: Based on U.S. Census forecasts and Rinker
website
for footprint
CEMEX
and Rinker in the U.S U.S. Sales / Rank CEMEX Rinker CEMEX + Rinker Cement
M
metric tons 18 4 22 Rank Top 3 Top 10 Top 3 Ready-Mix M cubic meters 18 14
32 Rank Top 3 Top 3 Top 3 Aggregates M metric tons 48 92 140 Rank Top 10
Top 5
Top 5 Note: Based on 2005 sales volumes. CEMEX figures do not include
unconsolidated JV with ReadyMixUSA
Rinker
also provides CEMEX with an attractive footprint in Australia Darwin Northern
Territory Western Australia Queensland South Australia Brisbane New South
Wales
Perth Sydney Victoria Canberra Melbourne Tasmania Hobart Rinker footprint
Quarries and sand mines Concrete plants Concrete pipe and products Cement
Australia(1) cement plants (1) 25% owned by Rinker, 50% owned by
Holcim, 25% owned by Hanson Source: Rinker / Readymix Aug06
presentation
Improving
CEMEX’s portfolio balance EBITDA (2005 pro-forma) CEMEX Mexico 33% USA 27%
Europe 25% South Am. & Carib. 10% Asia/Pacific 2% RoW 4% CEMEX + Rinker
Mexico 24% USA 41% Europe 18% South Am. & Carib 8% Asia/Pacific 6% RoW 3%
Source: CEMEX 2005 Annual report, Rinker FY2006 Annual Report and 3Q 06 Trading
update, JPMorgan report on Rinker dated July 10, 2006
Improving
CEMEX’s portfolio balance EBITDA (2005 pro-forma) CEMEX Cement 72% Concrete 15%
Aggregates 9% Others 4% CEMEX + Rinker Cement 56% Concrete 19% Aggregates
14%
Others 10% Source: CEMEX 2005 Annual report, Rinker FY2006 Annual Report
and 3Q
06 Trading update, JPMorgan report on Rinker dated July 10,
2006
Improving
CEMEX’s industry position across the global value chain Cement (2005 pro-forma,
M tons) Company Capacity Holcim 183 Lafarge 155 CEMEX+Rinker 97 CEMEX 94
Heidelberg 86 Italcementi 64 Anhui Conch 62 Taiheiyo 46 Buzzi 34 Eurocement
31
Rinker 3 Others ~1,750 # 3 Cement company Ready-Mix (2005 pro-forma, M
m3) Company Sales CEMEX+Rinker 97 CEMEX 76 Holcim 40 Lafarge 39
Heidelberg 28 Italcementi 21 Rinker 21 Hanson 20 CRH 19 Tarmac 8 Vicat /
Cimpor
7 Others ~2,900 # 1 Ready-Mix company Aggregates (2005 pro-forma, M tons)
Company Sales CEMEX+Rinker 293 CRH 253 Lafarge 240 Hanson 240 Vulcan 236
Martin Marietta 184 CEMEX 175 Holcim 174 Rinker 118 Colas 101 Heidelberg
98
Others ~18,000 # 1 Aggregates company Note: all figures indicated in the
international (metric), not imperial (yard), system ; figures have been adjusted
pro-forma for known 2006 corporate activity, assuming no follow-up related
divestments Source: company reports and CEMEX estimates
Expecting
synergies around US$ 130 M Recurring, pre-tax, building up over 3 years Best
practice sharing Operational and financial Centralized & standardized
management processes Plant network optimization Sales and logistics Global
procurement Estimated one-time cost of < US$ 100 M over 2
years
Rinker
acquisition meets CEMEX’s strict investment criteria Leverages management
expertise Best practice sharing opportunities globally Standardized management
platforms Expect synergies of US$ 130 M by year 3 Returns > WACC
(risk-adjusted) Transaction accretive to free cash flow and cash earnings
per
share Expect ROCE above WACC in year one Maintains robust capital structure
Expect to reach Net Debt / EBITDA target of 2.7x within two years Expect
interest coverage ratio to remain above 4.5x target
A
good transaction for both CEMEX and Rinker shareholders Full and fair offer
CEMEX’s successful track record in integrating acquisitions Favorable long term
prospects for US construction Demonstrated ability to recover financial
flexibility after acquisitions
CEMEX
Building the future™
CEMEX
Appendix October 27, 2006
Precedent
Transactions & Research Target Prices Acquiror Target Location Acqn date
EBITDA multiple Marietta American Agg US May-97 8.1 Lafarge US Redland US
US
Apr-98 9.5 Vulcan Calmat US Nov-98 9.1 Hanson Pioneer AU & global May-00 8.7
Titan Tarmac US Aug-00 5.9 CEMEX Southdown US Oct-00 6.9 Lafarge SA Blue
Circle
UK Jan-01 8.8 Rinker Materials Kiewitt US Sep-02 7.1 CEMEX RMC UK Sep-04
8.0
Holcim Aggregates Ind UK Feb-05 9.2 Average 8.1 Source: Rinker research,
investor presentation September 26, 2006 Broker 12 month target (A$) Date
of
report ABN Amro $14.31 25-Oct-06 Citigroup $16.00 9-Sep-05 Credit Suisse
$17.00
2-Oct-06 Deutsche Bank $11.78 18-Sep-06 JP Morgan $21.03 27-Sep-06 Macquarie
$12.00 2-Oct-06 Merrill Lynch $18.00 20-Sep-06 UBS $14.80 18-Sep-06 Average
$15.62 Offer price US$13.00, equivalent(1) to A$17.00 Premium 8.9%
Source: The average broker target price of A$15.62 represents the average
of 8
brokers’ target prices for Rinker shares in the most recent report disclosed by
each broker on Bloomberg on 27 October 2006. Only target prices disclosed
on
Bloomberg have been included. (1) At the October 27, 2006 exchange rate of
US$/A$ 0.7645 as published by the Reserve Bank of Australia.
CEMEX
Building the future™