CEMEX Announces Take-over Bid for Trinidad Cement Limited at 33.1% Premium
December 05 2016 - 6:30AM
Business Wire
- Intends to consolidate Trinidad Cement
Limited and its subsidiaries
CEMEX, S.A.B. de C.V. (“CEMEX”) (NYSE: CX) today announced that
one of its indirect subsidiaries, Sierra Trading (“Sierra”), will
present an offer and take-over bid (the “Offer”) to all
shareholders of Trinidad Cement Limited (“TCL”), a company publicly
listed in Trinidad and Tobago, Jamaica and Barbados, to acquire up
to 132,616,942 ordinary shares in TCL for TT$4.50 in cash per TCL
share, which together with Sierra’s existing share ownership in TCL
of approximately 39.5%, would, if successful, result in Sierra
holding up to 74.9% of the equity share capital in TCL. Full
acceptance of the Offer would result in a cash payment by Sierra of
approximately TT$597 million (U.S.$89 million). The Offer price
represents a premium of 33.1% over the December 1, 2016, closing
price of TCL’s shares in the Trinidad and Tobago Stock
Exchange.
Among other conditions, the Offer will be conditional on Sierra
acquiring at least an amount of TCL shares that would allow CEMEX
to consolidate TCL. Unless extended, the Offer period is expected
to close on January 10, 2017.
If the Offer is successful, TCL will continue operating as
usual. Additionally, TCL will be maintained as a publicly listed
company on the Trinidad and Tobago Stock Exchange with the benefit
of a strong local shareholding together with the enhanced benefit
of proven management and operational expertise from CEMEX.
TCL’s main operations are in Trinidad and Tobago, Jamaica and
Barbados. TCL is the majority shareholder of Caribbean Cement
Company Limited (“CCCL”), a main cement producer in Jamaica.
As of September 30, 2016, TCL and its subsidiaries had EBITDA of
approximately U.S.$77 million for the last twelve months, net debt
of approximately U.S.$113 million, representing a net financial
leverage of approximately 1.5x. If the Offer is successful, TCL
would be consolidated by CEMEX.
“This Offer represents a clear sign of our commitment to TCL and
the region. In addition, although we believe that our Offer is
attractive given the premium to the current share price, as part of
this commitment, it is also important to us that TCL remains a
listed company, so that local investors can continue to benefit
from the development of TCL in the future,” said Fernando A.
Gonzalez, CEO of CEMEX. “We look forward to continuing our strong
relationship with TCL.”
CEMEX is a global building materials company that provides high
quality products and reliable service to customers and communities
in more than 50 countries. Celebrating its 110th anniversary, CEMEX
has a rich history of improving the well-being of those it serves
through innovative building solutions, efficiency advancements, and
efforts to promote a sustainable future.
For more information on CEMEX, please visit www.cemex.com
For more information on TCL, please visit www.tcl.co.tt
For more information on CCCL, please visit
www.caribcement.com
This Offer will be made pursuant to the Take-Over By-Laws of
the Trinidad and Tobago Securities and Exchange Commission (“TT
SEC”). Copies of the Offer documents will be delivered to
the Board of Directors of TCL and will be filed in Trinidad and
Tobago with TT SEC and the Trinidad and Tobago Stock Exchange
(“TTSE”), in Jamaica with the Jamaica Stock Exchange (“JSE”) and
the Jamaican Financial Services Commission (“JFSC”) and in Barbados
with the Barbados Stock Exchange (“BSE”) and the Barbados Financial
Services Commission (“BFSC”). The TT SEC, TTSE, JSE, JFSC, BFSC and
BSE take no responsibility for the veracity or validity of the
contents of the Offer documents and in accordance with established
practice have neither approved nor disapproved the Offer.
The lead broker with respect to this Offer is Republic
Securities Limited (‘RSL’) who may be contacted with respect to any
inquiries about the Offer at their offices, 2nd Floor, Promenade
Centre, 72 Independence Square, Port of Spain, Trinidad Tel: (868)
623-0435/6/8/9 Email: rslinfo@republictt.com
This press release contains forward-looking statements and
information that are necessarily subject to risks, uncertainties
and assumptions. Many factors could cause the actual results,
performance or achievements of CEMEX to be materially different
from those expressed or implied in this release. Should one or more
of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those described herein, including the Offer not being
successful or the Offer being consummated under terms and
conditions different from the one’s referenced in this press
release. CEMEX assumes no obligation to update or correct the
information contained in this press release. CEMEX is not
responsible for the content of any third-party website or webpage
referenced to or accessible through this press release.
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version on businesswire.com: http://www.businesswire.com/news/home/20161205005420/en/
CEMEXMedia Relations:Jorge Pérez, +52 (81)
8888-4334mr@cemex.comorInvestor Relations:Eduardo
Rendón, +52 (81) 8888-4256ir@cemex.comorAnalyst
Relations:Lucy Rodriguez,
+1-212-317-6007ir@cemex.com
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