About Us - Press Release - Takeovers Panel decision to be reviewed
July 13, 2007
CEMEX, S.A.B. de C.V. (NYSE: CX) announced today has sought a review of today's Takeovers Panel declaration of unacceptable circumstances and notes that there has been no finding that CEMEX had breached the law.
The Panel's decision does not affect the completion of the CEMEX's Offer for Rinker Group Limited. CEMEX currently has almost 93% of the Rinker shares and has commenced the process of compulsorily acquiring the remainder. The Offer will close at 7.00pm (Sydney time) / 5.00am (New York time) on Monday July 16, 2007.
The Panel considered that CEMEX's announcement on May 7, 2007 that it would allow Rinker shareholders to retain the final dividend of $0.25 per share constituted a departure from CEMEX's announcement on April 10, 2007 that is Offer of US$15.85 per share was its "best and final offer".
The Panel did not agree with CEMEX's submission that the Offer terms (and CEMEX's announcements of April 10, 2007) specifically reserved to CEMEX the discretion to make a determination after April 10, 2007 about "any subsequent dividend" that Rinker might later declare.
CEMEX believes that the market was fully informed by its announcements on April 10, 2007 and notes that the Takeovers Panel has made no finding that CEMEX breached any law.
The Panel has ordered CEMEX to pay compensation of $0.25 per share to those Rinker shareholders who sold their shares during the period from April 10, 2007 to May 7, 2007, net of any purchases that were made. The Panel stated that it noted CEMEX's submissions regarding evidentiary issues, and acknowledged that it might be appropriate for a court to consider such evidentiary issues in determining compensation payable. However, the Panel stated that those issues "were inconsistent with the Panel's orders which create new rights."
CEMEX has lodged a request for a review of the Takeovers Panel decision. The Panel has indicated that its orders will be stayed pending the outcome of the review.
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.
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