|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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Schedule
TO/A
(Rule
14d-100)
Tender
Offer Statement under Section 14(d)(1)
of
the Securities Exchange Act of 1934
(Amendment
No. 22)
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
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$100,172
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(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.
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||
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Amount
Previously Paid: $286,357
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|||
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Form
or Registration No.: Schedule TO
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|||
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Filing
Party: CEMEX Australia Pty Ltd, ACN 122 401 405,
CEMEX,
S.A.B. de C.V.
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|||
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Date
Filed: November 14, 2006
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|||
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o
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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:
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1
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x
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third-party
tender offer subject to Rule 14d-1.
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|
o
|
issuer
tender offer subject to Rule 13e-4.
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|
o
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going-private
transaction subject to Rule 13e-3
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|
o
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amendment
to Schedule 13D under Rule 13d-2
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2
This
Amendment No. 22 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
4. Terms of the Transaction.
At
6:41
PM (Sydney Time) on June 7, 2007 / 4:41 AM (New York Time) on June 7, 2007,
CEMEX announced that more than 50% of the outstanding Rinker Securities
have
been tendered into the Offer and CEMEX declared the Offer unconditional.
The May
10, 2007 Press Release of CEMEX (filed as an Exhibit to Schedule TO Amendment
No. 19) stated that if CEMEX's aggregate interest in Rinker Securities
exceeds
50%, CEMEX will declare the Offer unconditional and terminate withdrawal
rights
which arise under Rule 14d-7 and Section 14(d)(5) of the Securities Exchange
Act
of 1934. Accordingly, withdrawal rights were terminated at the time the
Offer
was declared unconditional. The Press Release of CEMEX dated June 7, 2007
is
attached as Exhibit (a)(5)(F).
Item
12. Exhibits.
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Exhibit
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Description
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(a)(5)(F)
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Press
Release of CEMEX dated
June 7, 2007.
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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:
June 7, 2007
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CEMEX
Australia Pty Ltd
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|||
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By:
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/s/ Ramiro G. Villarreal Morales | |
| Name: Ramiro G. Villarreal Morales | |||
| Title: Director | |||
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CEMEX,
S.A.B. de C.V.
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|||
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By:
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/s/ Ramiro G. Villarreal Morales | |
| Name: Ramiro G. Villarreal Morales | |||
| Title: General Counsel | |||
4
Exhibit
Index.
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Exhibit
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Description
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(a)(5)(F)
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Press
Release of CEMEX dated
June 7, 2007.
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5
(a)(5)(F)
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Media
Relations
Jorge
Pérez
(52-81)
8888-4334
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Investor
Relations
Eduardo
Rendón
(52-81)
8888-4256
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Analyst
Relations
Ricardo
Sales
(212)
317-6008
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Australian
Media Contact
Martin
Debelle
(61-2)
9252-0622
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CEMEX
ACHIEVES MORE THAN 50%
INTEREST
IN
RINKER
OFFER
FOR
RINKER DECLARED UNCONDITIONAL
OFFER
CLOSES JUNE 22, 2007
MONTERREY,
MEXICO, June 7, 2007.- CEMEX S.A.B. de C.V. (NYSE: CX) announced today
that it has received support from 50.34% of the shares of Rinker Group Limited
(“Rinker”) (ASX: RIN, NYSE ADR: RIN) under its Offer to acquire Rinker shares.
As a result, CEMEX has declared its Offer for Rinker to be unconditional
and
will process acceptances for payment in accordance with the Offer.
Lorenzo
H.
Zambrano, Chairman of the Board and CEO of CEMEX said: "We are pleased with
the
support we have received from the Rinker shareholders who to date have accepted
our Offer. We are looking forward to the integration of Rinker, which will
create one of the world’s largest building materials companies.”
CEMEX
encourages
remaining Rinker shareholders to accept the Offer before the scheduled closing
date of June 22, 2007 (Sydney time). The Rinker Board has unanimously
recommended the Offer and will accept the Offer for their own shares.1 There
is no reason
to delay acceptance as the Offer is now unconditional and the Offer Price
of
US$15.85 has been declared final and cannot be increased.1
With
majority
ownership now achieved, CEMEX will take control of Rinker in due course.
Shareholders who do not accept the Offer will become minority holders in
Rinker.
CEMEX
has proposed
that a formal handover occur during the week commencing June 18, 2007. Rinker
has confirmed that, as part of that handover and at the request of CEMEX,
all
Rinker directors will retire from the board in favor of CEMEX's nominees.
CEMEX
intends to nominate the following persons for appointment to the Rinker board:
Mr. Hector Medina (Executive Vice President of Planning and Finance, CEMEX),
Mr.
Juan Pablo San Agustin (Senior Vice President of Corporate Strategic Planning,
CEMEX), Mr. Ramiro Villarreal (General Counsel and Secretary of the Board,
CEMEX)
1In
each case, in the
absence of a superior proposal.
1
and
Mr. Stephen
Walker. CEMEX has also engaged an independent executive search firm to assist
in
identifying an additional director.
Acceptances
CEMEX
has
acceptances in respect of 314,255,971 of Rinker shares, and is in the course
of
processing acceptances for a further 136,292,399 Rinker shares tendered in
accordance with the terms of the Institutional Acceptance Facility described
in
the Fifth Supplementary Bidder's Statement. This represents 50.34% of Rinker
shares in total.
Termination
of withdrawal rights
As
the Offer has
become unconditional, the withdrawal rights which arise under Rule 14d-7
and
Section 14(d)(5) of the Securities Exchange Act of 1934 in relation to
acceptances of the Offer (as described in Section 7.3 of the Bidder's Statement)
are terminated with immediate effect.
Offer
closing date
CEMEX
notes that
the Offer is scheduled to close at 7:00 P.M. (Sydney time) / 5:00 A.M. (New
York
time) on Friday, June 22, 2007. CEMEX might decide to further extend the
offer
as contemplated by the Corporations Act.
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
2
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.
Notice
under
section 650F of the Corporations Act 2001 (Cth)
| To: | Rinker Group Limited (ACN 003 433 118) ("Rinker") |
| ASX Limited |
CEMEX
Australia Pty
Ltd ("CEMEX") gives notice under section 650F of the Corporations
Act 2001
(Cth) that:
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1.
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it
has freed
its offers dated
November 14, 2006 for all of the ordinary shares and American depositary
receipts issued in Rinker (the "Offer") from the 90%
minimum acceptance condition set out in section 8.6(a) of its Bidder's
Statement dated October 30, 2006;
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2.
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each
of the Offers, and each
contract resulting from
acceptances of the Offers, is now free
from all of the
defeating conditions set out in section 8.6 of the Bidder's Statement;
and
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3.
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CEMEX
Australia Pty Ltd has voting power of 35.11% in Rinker as at the
date of
this notice, which will increase to 50.34% once all of the Rinker
shares
tendered into the Institutional Acceptance Facility described in
the Fifth Supplementary
Bidder's Statement are processed.
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Dated:
June 7, 2007 (Sydney time)
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/s/
Ramiro G. Villareal
|
Ramiro
G.
Villarreal
Director
For
and on behalf
of CEMEX Australia Pty Ltd