About Us - Press Release - CEMEX launches tender offer to acquire all outstanding shares of Trinidad Cement Limited
July 1, 2002
CEMEX S.A. de C.V. ("CEMEX", NYSE: CX), through its wholly owned indirect subsidiary, Cetacea Investments Limited ("Cetacea"), announced today that on July 1, 2002, it is launching a public tender offer to acquire 249,765,136 issued and fully paid ordinary shares, with no par value, of Trinidad Cement Limited ("TCL"). The offer to purchase represents a bid for 100% of the total issued share capital of TCL, and is subject to several conditions, including the valid tender and receipt (not, where permitted, withdrawn) during the offer period of TCL shares that will result in Cetacea holding TCL shares carrying no less than 50.01% of TCL's voting rights; the amendment of TCL's Articles to remove a provision that limits a person's right to have an interest in TCL shares or to control voting rights of the company in an amount that exceeds 20%; and Cetacea obtaining a Foreign Investment License from the Ministry of Finance. If any condition of the offer is not met, CEMEX reserves the right to withdraw the offer.
As previously announced by CEMEX, the offer price will be TT$ 7.15 per share, inclusive of accrued and unpaid dividends, payable in cash. The offer will expire at 3:00 pm, Port of Spain time, on August 6th, 2002, unless extended by Cetacea.
CEMEX, through Sierra, is a registered holder of 49,953,027 TCL shares and with 20% ownership, is the company's single largest shareholder.
For additional information, please see the CEMEX press release dated June 24, 2002 available at CEMEX's website www.cemex.com. Copies of the Offer and Take-Over Bid Circular can be obtained from the offices of the broker: Peter Clark, West Indies Stock Brokers Limited ("WISE"), 23A Chacon Street, Port of Spain, Trinidad. Tel: (868) 623-4861/ 625-9473 / 625-4010 Fax: (868) 627-5002 / 2128 E-mail: firstname.lastname@example.org. Copies can also be obtained from the offices of the paying agent: First Citizens Trust & Merchant Bank Limited ("FCB"), 50 St. Vincent Street, 3rd floor, Port of Spain, Trinidad, and all branches of FCB throughout Trinidad and Tobago. Tel: (868) 623-9091/7, 625-8115/8. Fax: (868) 627-3370, 625-2349. E-mail: email@example.com.
A copy of the Offer and Take-Over Bid Circular has also been filed with the Trinidad and Tobago Securities and Exchange Commission.
CEMEX is a leading global producer and marketer of cement and ready-mix products, with operations concentrated in the world's most dynamic cement markets across four continents. CEMEX combines a deep knowledge of the local markets with its global network and information technology systems to provide world-class products and services to its customers, from individual homebuilders to large industrial contractors. For more information, visit www.cemex.com.
This press release is for informational purposes only. The solicitation of offers to buy TCL shares will only be made pursuant to the offer to purchase and related materials that Cetacea will file and will send to TCL shareholders. This communication shall not constitute a solicitation of an offer to purchase in any jurisdiction in which such offer, solicitation or sale would be unlawful.
This press release contains forward-looking statements concerning the financial condition, results of operations and business of CEMEX and the proposed acquisition of TCL. In some cases, you can identify forward looking statements by the words "will", "believes", "plans", "would" or similar expressions. These forward looking statements are not guarantees of future performance and are subject to risks and uncertainties and other important factors, including those that could cause actual results to differ materially from expectations based on forward looking statements made in this press release or elsewhere.