CEMEX Announces Price for Its Cash Tender Offer for All Outstanding 2006 and 2009 Notes.MONTERREY, Mexico -- CEMEX CEMEX Cementos Mexicanos , S.A. de C.V. ("CEMEX") announced today the determination of the consideration to be paid in its previously announced cash tender offer and consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with for any and all of its outstanding 12 3/4% Notes due 2006 (the "2006 Notes") and any and all of its outstanding 9.625% Notes due 2009 (the "2009 Notes"). The total consideration payable for securities validly tendered and not revoked prior to the expiration EXPIRATION. Cessation; end. As, the expiration of, a lease, of a contract, or statute. 2. In general, the expiration of a contract puts an end to all the engagements of the parties, except to those which arise from the non- fulfillment of obligations created of the consent solicitation will be: --For each U.S.$1,000 principal amount of 2006 Notes: $1,168.88 of which U.S.$5.00 will constitute the consent payment. --The total consideration for the 2006 Notes was determined as of 9:00 a.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, today by reference to a fixed spread of 0.16% over the yield to maturity of the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. Treasury 2.75% Notes due July 31, 2006. --For each U.S.$1,000 principal amount of 2009 Notes: $1,221.10 of which U.S.$10.00 will constitute the consent payment. --The total consideration for the 2009 Notes was determined as of 9:00 a.m., New York City time, today by reference to a fixed spread of 1.22% over the yield to maturity of the United States Treasury 3.375% Notes due September 15, 2009. Notes accepted for payment that are validly tendered subsequent to 12:00 noon, New York City time, on October 4, 2004 but on or prior to 12:00 noon, New York City time, on October 14, 2004, will receive the purchase price of $1,163.88 for each $1,000 principal amount of 2006 Notes accepted for payment in the tender offer, which is equal to the total consideration minus the consent payment of $5 per $1,000 principal amount of 2006 Notes and $,1,211.10 for each $1,000 principal amount of 2009 Notes accepted for payment in the tender offer, which is equal to the total consideration minus the consent payment of $10 per $1,000 principal amount of 2009 Notes. In addition to the total consideration or purchase price, as the case may be, payable in respect of Notes purchased in the tender offer, the Company will pay accrued ac·crue v. ac·crued, ac·cru·ing, ac·crues v.intr. 1. To come to one as a gain, addition, or increment: interest accruing in my savings account. 2. and unpaid interest to but not including the payment date for Notes purchased in the tender offer. The consent solicitations will expire expire /ex·pire/ (ek-spi´er) 1. to exhale. 2. to die. ex·pire v. 1. To breathe one's last breath; die. 2. To exhale. at 12:00 noon, New York City time, on Monday, October 4, 2004, unless extended. The tender offers will expire at 12:00 noon, New York City time, on Thursday, October 14, 2004, unless extended. CEMEX may extend or terminate either the consent solicitation relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the 2006 Notes or the consent solicitation relating to the 2009 Notes without extending or terminating the other. CEMEX may extend or terminate either the tender offer for the 2006 Notes or the tender offer for the 2009 Notes without extending or terminating the other. Holders tendering their 2006 Notes or their 2009 Notes prior to the expiration of the consent solicitations will be required to consent to the proposed amendments to the applicable indenture An agreement declaring the benefits and obligations of two or more parties, often applicable in the context of Bankruptcy and bond trading. The term indenture primarily describes secured contracts and has several applications in U.S. law. , which would eliminate several restrictive covenants Restrictive covenants Provisions that place constraints on the operations of borrowers, such as restrictions on working capital, fixed assets, future borrowing, and payment of dividends. relating to limitations on CEMEX's consolidated debt, maintenance of its consolidated net worth and the application of proceeds from the sale of its or its subsidiaries' assets. However, holders may consent to the proposed amendments to the applicable indenture and receive the applicable consent payment without also tendering their 2006 Notes or 2009 Notes. The tender offer for the 2006 Notes is conditioned upon, among other things, obtaining the consents to the proposed amendments from a majority in aggregate principal amount of the outstanding 2006 Notes and 2009 Notes. The tender offer for the 2009 Notes is conditioned upon, among other things, obtaining the consents to the proposed amendments from a majority in aggregate principal amount of the outstanding 2009 Notes. The tender offer for the 2006 Notes is conditioned upon the consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of the tender offer for the 2009 Notes; however, the tender offer for the 2009 Notes is not conditioned upon the consummation of the tender offer for the 2006 Notes. The dealer manager for the tender offers and the solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual agent for the consent solicitations is J.P. Morgan Securities Inc. Copies of CEMEX's Offer to Purchase and Consent Solicitation Statement containing the terms and conditions of the tender offers and consent solicitations, dated September 14, 2004, can be obtained from D.F. King & Co., Inc., the information agent (Tel: 800-431-9642). CEMEX is a leading global producer and marketer of cement and ready-mix products, with operations primarily concentrated in the world's most dynamic cement markets across four continents. CEMEX combines a deep knowledge of the local markets with its global network and information technology systems to provide world-class products and services to its customers, from individual homebuilders to large industrial contractors. For more information, visit www.cemex.com. |
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