Exhibit (a)(5)(A)
[CEMEX Logo] [Southdown Logo]
FOR IMMEDIATE RELEASE
Contact Information:
FOR CEMEX: FOR SOUTHDOWN:
Winnie Lerner Thomas E. Daman
(800) 576-6555 (713) 650-6200
CEMEX TO ACQUIRE SOUTHDOWN IN US$2.8 BILLION TRANSACTION
--------------------------------------------------------
MONTERREY, MEXICO AND HOUSTON, TEXAS, September 29, 2000 -- CEMEX (NYSE:
CX, BMV:CEMEXCPO) and Southdown (NYSE: SDW) announced today that the
companies have entered into a definitive merger agreement under which CEMEX
will acquire all of the outstanding stock of Southdown for US$73.00 in cash
per share, or a total of approximately US$2.8 billion including US$185
million in long term debt. The transaction has been approved by the boards
of both companies. CEMEX will commence its tender offer on or before
October 5th, 2000, and intends to fund the purchase price through
commitments it has arranged with The Chase Manhattan Bank, Citibank, N.A.,
Salomon Smith Barney Inc and Deutsche Bank AG.
"Southdown is an excellent fit for CEMEX," said Lorenzo H. Zambrano,
Chairman and CEO of CEMEX. "The company's management and facilities are
world class and, I believe, will mesh well with our global network. This
combination will not only expand our presence in the United States, but
help us compete more effectively in all our markets. Integrating Southdown
into a company with the scale and resources to prosper in a rapidly
consolidating, global industry will create value for our shareholders," he
added.
After the merger with Southdown, CEMEX will have annualized combined sales
in excess of US$6.3 billion pro forma as of June 30th 2000.
"As we indicated to our shareholders last March, we have been looking at
many alternatives for enhancing value and adding to the challenge of
effectively participating in the global economy. I believe that combining
with CEMEX is far and away the best of these," said Clarence C. Comer
President and CEO of Southdown. "We recommended this transaction to our
board and, with their endorsement, we are recommending it to our
shareholders because we believe it maximizes the value for all
stakeholders. This transaction is good for our shareholders; it is good for
our customers; and it is good for our employees."
The closing of the tender offer is conditioned upon, among other things,
(1) at least two-thirds of Southdown's fully diluted shares being tendered
and not withdrawn prior to the expiration of the tender offer, and (2)
expiration or termination of the appropriate waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Subsequent to the consummation of the tender offer, CEMEX will acquire the
remaining shares of Southdown's outstanding common stock through a merger
of an indirect subsidiary of CEMEX with Southdown, after which each
outstanding share of Southdown common stock will be converted into the
right to receive US$73.00 per share in cash.
Until completion of the tender offer and the regulatory process, the two
companies will remain independent. Thereafter, CEMEX intends to operate all
its U.S. operations, including Southdown, as a combined entity. Mr. Comer
is expected to become the President and CEO of the new entity.
"This acquisition meets all of our investment criteria," said Mr. Zambrano.
"It allows us to maintain the strength of our capital structure and is
expected to generate attractive returns, while diversifying the sources of
our cash flow and providing a better balance between our developed and
developing country markets. We believe that implementation of CEMEX's best
practices in the new entity will lead to significant cost savings. We
expect this transaction to add to our cash earnings and free cash flow per
share from day one."
CEMEX is one of the three largest cement companies in the world with
approximately 65 million metric tons of production capacity. CEMEX is
engaged in the production, distribution, marketing and sale of cement,
ready-mix concrete, aggregates and clinker through operating subsidiaries
in four continents. For more information, visit www.cemex.com.
Southdown, headquartered in Houston, has a network of 12
cement-manufacturing plants and 45 cement distribution terminals serving 27
states throughout the United States. Southdown also mines, processes, and
sells construction aggregates and specialty mineral products in the eastern
half of the U.S. and in California. In addition, the company produces and
distributes ready-mixed concrete products in California and Florida. For
more information, visit www.southdown.com.
Salomon Smith Barney Inc. is acting as exclusive financial advisor to CEMEX
in connection with the acquisition and the related financing. Lehman
Brothers Inc. is acting as exclusive financial advisor to Southdown in this
transaction and rendered a fairness opinion.
EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED, THE MATTERS DISCUSSED IN
THIS PRESS RELEASE ARE FORWARD-LOOKING STATEMENTS, THE ACCURACY OF WHICH IS
NECESSARILY SUBJECT TO RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY DIFFER
SIGNIFICANTLY FROM THE DISCUSSION OF CERTAIN MATTERS IN THE FORWARD-LOOKING
STATEMENTS. FACTORS THAT MAY CAUSE SUCH DIFFERENCE INCLUDE THOSE FACTORS
SET FORTH IN SOUTHDOWN 'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1999 AND CEMEX'S ANNUAL REPORT ON FORM 20-F FOR THE YEAR ENDED
DECEMBER 31, 1999, AND OTHER FILINGS MADE BY EACH COMPANY FROM TIME TO TIME
WITH THE SECURITIES AND EXCHANGE COMMISSION.
INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ BOTH THE TENDER
OFFER DOCUMENTS AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE
TENDER OFFER REFERRED TO IN THIS PRESS RELEASE, WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. THE TENDER OFFER DOCUMENTS
WILL BE FILED BY CEMEX WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION,
AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL BE FILED BY SOUTHDOWN
WITH THE COMMISSION. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY
OF THESE DOCUMENTS AND OTHER RELATED MATERIAL FILED BY CEMEX AND SOUTHDOWN
WITH THE COMMISSION AT WWW.SEC.GOV.
THE TENDER OFFER STATEMENT AND RELATED OFFERING DOCUMENTS MAY BE OBTAINED
FROM CEMEX BY DIRECTING SUCH REQUEST TO: WWW.CEMEX.COM. THE
SOLICITATION/RECOMMENDATION STATEMENT AND SUCH OTHER DOCUMENTS MAY BE
OBTAINED FROM SOUTHDOWN BY DIRECTING SUCH REQUEST TO: WWW.SOUTHDOWN.COM.
A WEB CAST PRESENTATION WILL BE ACCESSIBLE LIVE AT 10:00 AM EDT AT:
HTTP://WWW03.ACTIVATE.NET/CEMEX. IF YOU ARE UNABLE TO PARTICIPATE, A REPLAY
OF THE WEB CAST WILL BE AVAILABLE UNTIL OCTOBER 6.
AN ANALYST CONFERENCE CALL/WEB CAST PRESENTATION WILL BE HELD TODAY AT
10:00 AM EDT. PARTICIPANTS IN THE US, MEXICO AND NASSAU, PLEASE DIAL: (800)
406-5345. PARTICIPANTS FROM FRANCE ON FRANCE TELECOM, HONG KONG ON HONG
KONG TELECOM, AND SINGAPORE ON SINGAPORE TEL CAN DIAL TOLL FREE:
001-800-77771111. PARTICIPANTS IN GERMANY ON DEUTSCHE TELECOM, SPAIN ON
TELFONICA, ENGLAND, SCOTLAND AND ANYWHERE ELSE IN THE UK ON BT MERCURY CAN
DIAL TOLL FREE: 00-800-77771111.
INTERNATIONAL CALLERS EXPERIENCING DIFFICULTY ACCESSING THE TOLL FREE
NUMBER CAN DIAL DIRECT: (913) 981-5571 (PARTICIPANTS FROM THE NETHERLANDS
SHOULD USE THIS NUMBER ONLY).
IF YOU ARE UNABLE TO PARTICIPATE IN THE CONFERENCE CALL, A REPLAY WILL BE
AVAILABLE BEGINNING AT 3:00 PM EDT ON SEPTEMBER 29 AND RUNNING THROUGH
11:59 PM EDT ON OCTOBER 5. TO ACCESS THE REPLAY, PLEASE DIAL: (719)
457-0820, RESERVATION #520564.
IF YOU HAVE ANY QUESTIONS REGARDING THE CONFERENCE CALL/WEB CAST, PLEASE
CONTACT JESSICA BAGA, ABERNATHY MACGREGOR GROUP, (212) 371-5999.
