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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_______________________
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
_______________________
Date
of Report: November 4, 2009
CEMEX, S.A.B. de
C.V.
(Exact
name of Registrant as specified in its charter)
CEMEX Publicly Traded Stock
Corporation
(Translation
of Registrant's name into English)
United Mexican
States
(Jurisdiction
of incorporation or organization)
Av.
Ricardo Margáin Zozaya #325, Colonia Valle del Campestre
Garza García, Nuevo León, México
66265
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F.
Form
20-F X Form
40-F ___
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
____ No
X
If
"Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
N/A
|
Media
Relations
Jorge
Pérez
(52-81)
8888-4334
mr@cemex.com
|
Investor
Relations
Eduardo
Rendón
(52-81)
8888-4256
ir@cemex.com
|
Analyst
Relations
Luis
Garza
(212)
8888-4136
ir@cemex.com
|
CEMEX
ANNOUNCES FILING OF MANDATORILY
CONVERTIBLE
SECURITIES TRANSACTION
MONTERREY, MEXICO, November 4, 2009 – CEMEX, S.A.B. de C.V. (NYSE: CX), announced today
that it intends to issue mandatorily convertible securities (the “Securities”)
through an exchange offering directed to holders of Certificados Bursátiles issued by CEMEX. These Securities will be mandatorily
convertible into Certificados de Participación
Ordinaria (“CPOs”) similar to those already
outstanding. The transaction is expected to be launched for a minimum amount of
Securities of MXN3.0 billion that will be mandatorily convertible into
approximately 114.5 million CPOs, using the conversion price as of October 30,
2009. However, CEMEX may issue Securities mandatorily convertible into a maximum
amount of 400 million CPOs. The issuance of these Securities has already been
approved by CEMEX’s shareholders. This transaction is not expected to
result in cash proceeds to CEMEX or any of its subsidiaries. To this end, a registration statement relating to the
Securities has been filed with the Comisión Nacional Bancaria y de
Valores (“CNBV”, or the Mexican securities
authority). This transaction is subject to approval from the CNBV.
Once the approval is granted, the offer period will last a minimum of 20
business days.
Key
terms of the Securities include:
| ● |
The
conversion price will be determined by multiplying the volume-weighted
average price of the CPO for 10 trading days prior to closing of the
offer, times a conversion rate in the range of 1.62 to
1.65
|
| ● |
A
coupon which will yield 10% annually, and will be payable every 91
days
|
| ● |
Maturity
at 3,640 days from the issuance date, or approximately 10 years, unless
there is a conversion event before maturity
|
| ● |
Mandatory
conversion triggered by (among others): the price of the CEMEX CPO
reaching certain thresholds, or by reaching the maturity
date
|
| ● |
Holders
will have the option to voluntarily convert, after one year of issuance,
on interest payment dates
|
| ● |
The
Securities will have stock market restrictions until March 30,
2010
|
CEMEX
intends to place these securities with Mexican Pension Funds (Sociedades de Inversión
Especializadas en Fondos para el Retiro, or SIEFORES) and other investors
outside the United States that are not U.S. persons in transactions exempt from
registration under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), in exchange for outstanding debt securities (Certificados Bursátiles)
previously issued in the Mexican capital markets, which the company intends to
cancel, once the exchange offer is consummated. The Securities and the CPOs issuable
upon conversion have not been and will not be registered under the Securities
Act or any state securities laws, and they may not be offered or sold in
the
United
States absent registration or an applicable exemption from the registration
requirements of the Securities Act.
CEMEX
is a global building materials company that provides high-quality products and
reliable service to customers and communities in more than 50 countries
throughout the world. CEMEX has a rich history of improving the well-being of
those it serves through its efforts to pursue innovative industry solutions and
efficiency advancements and to promote a sustainable future. For more
information, visit www.cemex.com.
###
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.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, CEMEX, S.A.B. de
C.V. has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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CEMEX,
S.A.B. de C.V.
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(Registrant)
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By:
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/s/ Rafael Garza | |||||
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Date:
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November
4, 2009
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Name:
Rafael Garza
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Title:
Chief Comptroller
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