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Cemex makes "best and final" offer for Rinker

Rinker Group announced that Cemex has agreed to lift its cash takeover offer from US$13.00 to US$15.85 per Rinker ordinary share. The higher price represents an increase over the original bid price of US$2.85 or 22%, or an increase of US$2.98 or 23%. The Monterrey-based company also announced its intention to give existing shareholders, the option of a fixed Australian dollar price of A$19.50 per share, for their first 2,000 ordinary shares. Cemex has also agreed to waive all conditions to the bid, except the 90% minimum acceptance condition. If the required level of acceptances is not reached, the offer will lapse unless this condition is waived. Cemex has described the offer as "best and final", in the absence of a superior proposal.

Rinker directors concluded that it is in the best interests of shareholders to recommend that shareholders accept the increased Cemex offer. Rinker chairman John Morschel said: “This recommendation has been made after careful consideration of available alternatives, and was not taken lightly.”

He said potential alternatives included transactions with industry participants and private equity investors, as well as a corporate restructure, involving the potential demerger of Rinker's Australian subsidiary, trading as Readymix, and the re-domicile of Rinker to the US.

The Cemex offer is currently scheduled to close at 7.00pm (Sydney time) on 18 May 2007 and 5.00am (New York time) on 18 May 2007.



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