CEMEX, S.A.B. de C.V. (NYSE: CX), announced today the pricing of
U.S.$650 million aggregate principal amount of 4.875% convertible
subordinated Notes due 2015 (the "Notes”). Cemex also granted the
initial purchasers of the Notes a 30-day over-allotment option to
purchase up to U.S.$65 million additional aggregate principal amount of
Notes (subject to certain limitations).
The Notes will be convertible into American Depositary Shares, or ADSs,
of CEMEX based on an initial conversion rate of 73.5402 ADSs per
U.S.$1,000 principal amount of Notes, which is equivalent to an initial
conversion price of approximately U.S.$13.60 per ADS and represents an
approximately 30% conversion premium over the last reported sale price
of ADSs on March 24, 2010. The conversion rate and the conversion price
will be subject to adjustment in certain events, such as distributions
of dividends or stock splits. CEMEX expects to close the Notes offering
on or about March 30, 2010, subject to the satisfaction of various
customary closing conditions.
Interest on the Notes will be payable semi-annually in arrears on March
15 and September 15 of each year, beginning September 15, 2010. The
Notes will mature on March 15, 2015, unless previously converted or
redeemed in accordance with their terms prior to such date. The Notes
are not redeemable by CEMEX prior to the maturity date, except, subject
to further limitations, upon certain changes in withholding taxes with
respect to the Notes. The Notes will be general unsecured subordinated
obligations of CEMEX and will be subordinated to all of CEMEX’s existing
and future senior indebtedness.
In connection with the offering of the Notes, CEMEX intends to enter
into a capped call transaction with an affiliate of one of the initial
purchasers. This transaction is expected to generally reduce the
potential cost to CEMEX upon future conversion of the Notes. If the
initial purchasers exercise their over-allotment option, CEMEX may
increase the size of the capped call transaction.
CEMEX intends to use the net proceeds from the offering of the Notes to
fund the purchase of the capped call transaction, for general corporate
purposes and to repay indebtedness, which may include indebtedness under
CEMEX's Financing Agreement, as amended.
The Notes and the capped call transaction, as well as CEMEX’s ADSs and Certificados
de Participación Ordinaria, or CPOs, underlying such securities,
have not been registered under the U.S. Securities Act of 1933 (the
"Securities Act") or any applicable state securities laws. The Notes
will be offered only to qualified institutional buyers pursuant to
Rule 144A promulgated under the Securities Act. Unless so registered,
the Notes and the securities issuable upon conversion may not be offered
or sold in the United States except pursuant to an exemption from the
registration requirements of the Securities Act and applicable state
securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there be any
sale of these securities, in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under
the securities laws of any state.
The Notes cannot be offered, sold publicly, or be the subject of
brokerage activities in Mexico. The information included in the
documents related to this offer is the sole responsibility of CEMEX and
has not been reviewed or authorized by the Comisión Nacional Bancaria y
de Valores ("CNBV”) in Mexico. The terms of the offer will be notified
to the CNBV no later than one business day after the placement date of
the Notes, only for information purposes, and will not imply
certification as to the investment quality of the Notes or to the
solvency of CEMEX.
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, including, among others, changes in general
economic, political, governmental and business conditions globally and
in the countries in which CEMEX does business, changes in interest
rates, changes in inflation rates, changes in exchange rates, the level
of construction generally, changes in cement demand and prices, changes
in raw material and energy prices, changes in business strategy and
various other factors. 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. CEMEX assumes no obligation to update or correct the information
contained in this press release.
