Rinker Board Says Proposed Cemex Offer Highly Conditional And Materially Undervalues the Company
October 30 2006 - 12:01AM
PR Newswire (US)
SYDNEY, Australia, Oct. 30 /Xinhua-PRNewswire-FirstCall/ -- On
Friday 27 October 2006, Cemex S.A.B. de C.V. ('Cemex') announced
that it intends to make a cash takeover offer for Rinker Group
Limited (NYSE:RIN)(ASX: RIN)('Rinker') at US$13.00 per share,
equivalent to A$17.00 per share (based on an average exchange rate
of A$1.00 to US$0.7645). A copy of that announcement was sent to
Rinker by Cemex and is attached. [Note: this is not attached to
this newswire release but can be viewed on the ASX website company
announcements page http://www.asx.com.au/]. Rinker Chairman John
Morschel said the Cemex announcement indicates that the
unsolicited, hostile offer will be highly conditional. 'The
preliminary view of the Rinker Board is that the proposed offer is
opportunistic and materially undervalues the company,' he said. Mr
Morschel said Rinker's performance of 40% compound annual growth in
earnings per share over the past five years, together with strong
growth in revenue (19% p.a. compound) and earnings before interest
and tax (33% p.a. compound), has made it one of the best performing
construction materials companies in the world. 'Directors will keep
shareholders fully informed of further developments and will
provide a formal recommendation on the offer in ample time for
shareholders to make an informed decision,' he said. 'Shareholders
should take no action in relation to Cemex's offer at this time or
any document received from Cemex until they receive the directors'
formal recommendation.' Rinker has retained UBS as its financial
adviser in relation to the proposed offer. Rinker is one of the
world's top 10 heavy building materials groups, with operations in
aggregates, cement, concrete, asphalt and concrete pipe and
products. Market capitalization is around US$10 billion. Rinker has
over 13,000 employees in over 780 sites across the US, Australia
and China. Around 80% of group revenue comes from the US
subsidiary, Rinker Materials Corporation. IMPORTANT LEGAL
INFORMATION This communication has been made public by Rinker Group
Limited ('Rinker'). Investors are urged to read Rinker's
Solicitation/Recommendation Statement on Schedule 14D-9 if and when
it is filed by Rinker with the U.S. Securities and Exchange
Commission (the 'SEC'), as it will contain important information.
The Solicitation/Recommendation Statement (if and when it becomes
available), and other public filings made from time to time by
Rinker with the SEC which are related to the proposed offer by
Cemex S.A.B. de C.V. ('Cemex') (if and when the offer is
commenced), are available without charge at the SEC's website at
http://www.sec.gov/ or at Rinker's website at
http://www.rinker.com/ . This news release contains a number of
forward-looking statements based on management's current
expectations or beliefs. Such statements can be identified by the
use of forward-looking language such as 'may,' 'should, 'expect,'
'anticipate,' 'estimate,' 'scheduled,' or 'continue' or the
negative thereof or comparable terminology. Such forward-looking
statements are not guarantees of future results or performance and
involve risks, uncertainties and other factors, including: the
general economic and business conditions in the United States and
Australia; trends and business conditions in the building and
construction industries; the timing and amount of federal, state
and local funding for infrastructure; competition from other
suppliers in the industries in which Rinker operates; changes in
Rinker's strategies and plans regarding its ongoing business
strategy, acquisitions, dispositions and business development;
Rinker's ability to efficiently integrate past and future
acquisitions; compliance with, and potential changes to,
governmental regulations related to the environment, employee
safety and welfare and other matters related to Rinker; changes in
interest rates, weather and other natural phenomena, energy costs,
pension costs; healthcare costs; outcomes of legal hearings such as
the Lake Belt challenge and other risks and uncertainties
identified in our filings with the Australian Stock Exchange and
the SEC. In light of the many risks and uncertainties surrounding
the proposed offer by Cemex, Rinker can give no assurances that
actual results would not differ materially from any forward-looking
statements contained in this communication. You are cautioned not
to place undue reliance on any forward-looking information. Rinker
disclaims any intention or obligation to update or revise any
forward-looking statements contained herein, whether as a result of
new information, future events or otherwise. For further
information, please contact: Debra Stirling Tel: +61-2-9412-6680 or
0419-476-546 (international +61-419-476-546) DATASOURCE: Rinker
Group Limited CONTACT: Debra Stirling, +61-2-9412-6680 or
0419-476-546, or international, +61-419-476-546, for Rinker Web
Site: http://www.rinker.com/
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