CEMEX Announces Pricing of the Sale of a Minority Stake in the Capital Stock of Its Subsidiary in the Philippines
June 29 2016 - 8:45PM
Business Wire
- Further approvals still pending
CEMEX, S.A.B. de C.V. (“CEMEX”) (NYSE: CX), announced today that
CEMEX Holdings Philippines, Inc. (“CHP”), an indirectly
wholly-owned subsidiary of CEMEX España, S.A. ("CEMEX España),
priced on June 30, 2016 in Asia its initial public offering of
2,032,980,830 common shares (the "Offering") at a price of ₱10.75
Philippine Pesos per common share (the "Offer Price"). The common
shares offered by CHP include 2,032,980,830 new common shares
offered in a public offering to investors in the Philippines and in
a concurrent private placement to eligible investors outside of the
Philippines. CHP has also granted the underwriters an option to
procure subscribers for or themselves subscribe for up to an
additional 304,947,124 common shares at the Offer Price (the
“Additional Shares”), which option is exercisable at any time up to
and including the day prior to the date the common shares are
initially listed and commence trading (the "Listing Date") on the
Philippine Stock Exchange (the "PSE"). CEMEX Asian South East
Corporation (“CASE”), which is an indirect wholly-owned subsidiary
of CEMEX España and CHP's principal shareholder, has undertaken to
purchase up to 304,947,124 common shares from the underwriters at
the Offer Price at any time from and after the Listing Date until
the date that is 30 days following the Listing Date (the
"Undertaking to Purchase"). After giving effect to the Offering,
CASE would directly own approximately 55.0% of CHP's outstanding
common shares (assuming the Undertaking to Purchase is not
utilized).
CHP's common shares have been approved for listing on the PSE
under the ticker "CHP". The closing of the Offering is expected to
occur on July 18, 2016, subject to the satisfaction of customary
closing conditions.
The net proceeds to CHP from the Offering are estimated to be
approximately $506.8 million after deducting estimated underwriting
discounts and commissions, and other estimated offering expenses
payable by CHP (assuming the Additional Shares are purchased by the
underwriters or subscribers procured by them and based on the
exchange rate of 46.932 Philippine Pesos per U.S. dollar published
on June 29, 2016 by the Philippine Dealing & Exchange Corp).
CHP expects to use the net proceeds to repay existing indebtedness
owed to BDO Unibank, Inc. and to one or more indirect subsidiaries
of CEMEX. In turn, CEMEX expects to apply its net proceeds to
general corporate purposes, including the repayment of existing
indebtedness.
This transaction is important in the context of CEMEX’s
previously announced asset divestiture plan.
This press release does not constitute or form part of an
offer to sell or solicitation of an offer to purchase or subscribe
for securities in the United States or in any other jurisdiction.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), and may not be offered or sold in the United
States or in any other jurisdiction absent registration or an
applicable exemption from the registration requirements of the
Securities Act or from the registration requirements in any such
other jurisdiction.
THERE WILL NOT BE A REGISTRATION WITH THE NATIONAL SECURITIES
REGISTRY (REGISTRO NACIONAL DE VALORES) MAINTAINED BY THE MEXICAN
NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL
BANCARIA Y DE VALORES, OR CNBV), AND NO PUBLIC OFFERING OR
BROKERAGE ACTIVITIES MAY BE CONDUCTED IN MEXICO, EXCEPT PURSUANT TO
A PRIVATE PLACEMENT EXEMPTION SET FORTH UNDER ARTICLE 8 OF THE
MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES), TO
MEXICAN INSTITUTIONAL AND QUALIFIED INVESTORS.
A REGISTRATION STATEMENT RELATING TO CHP’S COMMON SHARES HAS
BEEN FILED WITH THE PHILIPPINE SEC, BUT HAS NOT YET BECOME
EFFECTIVE. THESE SECURITIES MAY NOT BE SOLD NOR OFFERS TO BUY THEM
BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT IS
RENDERED EFFECTIVE. THIS COMMUNICATION SHALL NOT CONSTITUTE AN
OFFER TO SELL OR BE CONSIDERED A SOLICITATION TO BUY.
The PSE will make no representation as to its completeness
and expressly disclaims any liability whatsoever for any loss
arising from reliance on the entire or any part of the Offering
documents. The PSE approval for listing is permissive only and does
not constitute a recommendation or endorsement of the offering by
the PSE or the Philippine SEC.
This press release contains forward-looking statements and
information that are necessarily subject to risks, uncertainties,
and assumptions. Many factors could cause the terms of the
transaction described herein to change and any such changes could
be significant. No assurance can be given that any such transaction
will be consummated on the terms described herein or on other
terms, or as to the ultimate terms of any such transaction. CEMEX
assumes no obligation to update or correct the information
contained in this press release.
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version on businesswire.com: http://www.businesswire.com/news/home/20160629006520/en/
CEMEX, S.A.B. de C.V.Media Relations:Jorge Pérez, +52(81)
8888-4334mr@cemex.comorInvestor Relations:Eduardo Rendón,
+52(81) 8888-4256ir@cemex.comorAnalyst Relations:Lucy
Rodriguez, +1-212-317-6007ir@cemex.com
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