RIN Rinker Grp Ltd Adr

SYDNEY, Australia, Oct. 30 /Xinhua-PRNewswire-FirstCall/ -- On Friday 27 October 2006, Cemex S.A.B. de C.V. ('Cemex') announced that it intends to make a cash takeover offer for Rinker Group Limited (NYSE:RIN)(ASX: RIN)('Rinker') at US$13.00 per share, equivalent to A$17.00 per share (based on an average exchange rate of A$1.00 to US$0.7645). A copy of that announcement was sent to Rinker by Cemex and is attached. [Note: this is not attached to this newswire release but can be viewed on the ASX website company announcements page http://www.asx.com.au/]. Rinker Chairman John Morschel said the Cemex announcement indicates that the unsolicited, hostile offer will be highly conditional. 'The preliminary view of the Rinker Board is that the proposed offer is opportunistic and materially undervalues the company,' he said. Mr Morschel said Rinker's performance of 40% compound annual growth in earnings per share over the past five years, together with strong growth in revenue (19% p.a. compound) and earnings before interest and tax (33% p.a. compound), has made it one of the best performing construction materials companies in the world. 'Directors will keep shareholders fully informed of further developments and will provide a formal recommendation on the offer in ample time for shareholders to make an informed decision,' he said. 'Shareholders should take no action in relation to Cemex's offer at this time or any document received from Cemex until they receive the directors' formal recommendation.' Rinker has retained UBS as its financial adviser in relation to the proposed offer. Rinker is one of the world's top 10 heavy building materials groups, with operations in aggregates, cement, concrete, asphalt and concrete pipe and products. Market capitalization is around US$10 billion. Rinker has over 13,000 employees in over 780 sites across the US, Australia and China. Around 80% of group revenue comes from the US subsidiary, Rinker Materials Corporation. IMPORTANT LEGAL INFORMATION This communication has been made public by Rinker Group Limited ('Rinker'). Investors are urged to read Rinker's Solicitation/Recommendation Statement on Schedule 14D-9 if and when it is filed by Rinker with the U.S. Securities and Exchange Commission (the 'SEC'), as it will contain important information. The Solicitation/Recommendation Statement (if and when it becomes available), and other public filings made from time to time by Rinker with the SEC which are related to the proposed offer by Cemex S.A.B. de C.V. ('Cemex') (if and when the offer is commenced), are available without charge at the SEC's website at http://www.sec.gov/ or at Rinker's website at http://www.rinker.com/ . This news release contains a number of forward-looking statements based on management's current expectations or beliefs. Such statements can be identified by the use of forward-looking language such as 'may,' 'should, 'expect,' 'anticipate,' 'estimate,' 'scheduled,' or 'continue' or the negative thereof or comparable terminology. Such forward-looking statements are not guarantees of future results or performance and involve risks, uncertainties and other factors, including: the general economic and business conditions in the United States and Australia; trends and business conditions in the building and construction industries; the timing and amount of federal, state and local funding for infrastructure; competition from other suppliers in the industries in which Rinker operates; changes in Rinker's strategies and plans regarding its ongoing business strategy, acquisitions, dispositions and business development; Rinker's ability to efficiently integrate past and future acquisitions; compliance with, and potential changes to, governmental regulations related to the environment, employee safety and welfare and other matters related to Rinker; changes in interest rates, weather and other natural phenomena, energy costs, pension costs; healthcare costs; outcomes of legal hearings such as the Lake Belt challenge and other risks and uncertainties identified in our filings with the Australian Stock Exchange and the SEC. In light of the many risks and uncertainties surrounding the proposed offer by Cemex, Rinker can give no assurances that actual results would not differ materially from any forward-looking statements contained in this communication. You are cautioned not to place undue reliance on any forward-looking information. Rinker disclaims any intention or obligation to update or revise any forward-looking statements contained herein, whether as a result of new information, future events or otherwise. For further information, please contact: Debra Stirling Tel: +61-2-9412-6680 or 0419-476-546 (international +61-419-476-546) DATASOURCE: Rinker Group Limited CONTACT: Debra Stirling, +61-2-9412-6680 or 0419-476-546, or international, +61-419-476-546, for Rinker Web Site: http://www.rinker.com/

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