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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

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For the month of July, 2007.

Commission File Number 001-14946

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

N/A

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CEMEX ACQUIRES MORE THAN 90% OF RINKER

 

CEMEX COMMENCES COMPULSORY ACQUISITION

 

MONTERREY, MEXICO, July 10, 2007.- CEMEX S.A.B. de C.V. (NYSE: CX) announced today that it has a relevant interest in more than 90% of the shares of Rinker Group Limited (“Rinker”) (ASX: RIN, NYSE ADR: RIN) as a result of acceptances received under its Offer to acquire Rinker shares.

In accordance with its stated intentions, CEMEX will now proceed to compulsorily acquire all Rinker shares which are not acquired under the Offer. Attached is a compulsory acquisition notice which has been lodged with the Australian Securities & Investments Commission. This notice will be sent to the remaining Rinker shareholders together with the attached covering letter and consideration election form.

The Offer will close at 7.00pm (Sydney time) / 5.00am (New York time) on Monday July 16, 2007.

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.

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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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Annexure "A" to Form 6021

This is Annexure "A" of 1 page referred to in the Form 6021 signed by me and dated 10 July 2007.

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Ramiro Villarreal, Director

 

Calculation of exchange rate for OPTION 1 and OPTION 2¹

 

If you elect to have part or all of your consideration on compulsory acquisition converted into, and then paid in, Australian dollars (ie. if you elect OPTION 1 or OPTION 2, or if OPTION 1 will otherwise apply to you), Bidder will pay any charges associated with such conversion, and the exchange rate at which consideration will be converted into Australian dollars will be the average of the WM/Reuters Intraday Mid Spot Rates during the period commencing on:

 

 

 

and ending three Business Days prior to the date Bidder makes payment in accordance with the compulsory acquisition provisions of the Corporations Act.

 

In all cases, fluctuations in exchange rates are at your risk if you elect OPTION 1 or OPTION 2, or if OPTION 1 will otherwise apply to you.

 

In this Annexure A:

 

 

 

 

 

 

 

 

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¹ As disclosed in the First Supplementary Bidder's Statement dated 8 December 2006, pages 4 to 5.

 

² According to section 661B(3) of the Corporations Act, if this notice (Form 6021) is sent by post it is taken to be given 3 days after it was posted. This notice will be posted on 11 July 2007.

 

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10 July 2007

IF YOU HAVE ALREADY ACCEPTED THE CEMEX OFFER FOR YOUR SHARES,

PLEASE IGNORE THIS LETTER AND THE ACCOMPANYING DOCUMENTS

Dear Rinker Shareholder

CEMEX Australia Pty Ltd - takeover bid for Rinker Group Limited

Notice of compulsory acquisition

As you are aware, CEMEX Australia Pty Limited (CEMEX), a wholly-owned subsidiary of CEMEX S.A.B. de C.V., has offered to acquire all of your shares in Rinker Group Limited (Rinker) under a takeover bid (the Offer).

On 10 July 2007, CEMEX announced that it had acquired a relevant interest in more than 90% of the Rinker shares, as a result of acceptances received under the Offer, and that it would proceed to compulsorily acquire all remaining Rinker shares.

Enclosed is an ASIC Form 6021 which is a formal notice of compulsory acquisition. Please read this form carefully.

Please note that the Offer will close at 7.00pm (Sydney time) / 5.00am (New York time) on Monday 16 July 2007.

Under compulsory acquisition, you can elect the form in which you are paid the consideration for your shares. You have 4 payment options to choose from – these options are the same as those available in connection with the Offer. In order to make your election please complete the enclosed Consideration Election Form and send it to Computershare Investor Services Pty Limited (Computershare) using the enclosed reply paid envelope. If you wish to make an election your Consideration Election Form must be received by Computershare by 16 August 2007 (or by such later time as permitted by the Corporations Act). If you do not make an election, or do not make a valid election, then payment will be made as if you chose:

At completion of the compulsory acquisition process (usually 4 to 6 weeks although this may be longer in certain circumstances), CEMEX will provide to Rinker the cash consideration for the Rinker shares that are compulsorily acquired. Rinker will hold that cash consideration in trust for holders of the Rinker shares that are compulsorily acquired. Rinker will contact you separately in relation to the procedure for claiming payment.

 

Yours faithfully

CEMEX Australia Pty Limited

Hector Medina

Director

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, CEMEX, S.A.B. de C.V. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.