SYDNEY, Australia , Nov. 28 /Xinhua-PRNewswire/ -- Directors of Rinker Group Limited ("Rinker") today urged shareholders to reject the takeover offer of US$13.00 (A$16.84)(2) per ordinary share(3) from the Mexican cement maker CEMEX S.A.B. de C.V. ("CEMEX").

In Rinker's Target's Statement(4), released today in response to CEMEX's offer, the board says CEMEX's offer is opportunistic and far too low. It doesn't recognize the value of the group's market positions, nor the value of its unique combination of assets, which cannot be replicated.

"Shareholders should not surrender their stake in a company that is generating excellent returns now and has excellent prospects," said Rinker chairman John Morschel. "This bid is opportunistic and far too low."

The Target's Statement includes an Independent Expert's report by Grant Samuel & Associates Pty Ltd, which concludes the CEMEX offer is neither fair nor reasonable and values Rinker shares at between A$20.58(1) and A$23.04(1)per share, including a premium for control. Grant Samuel said:

"Rinker is a high quality, strategically important business that warrants a premium multiple in a change of control transaction ... " " ... the CEMEX offer is not fair. There are no other factors which would suggest that, in the context of a change of control transaction, it would be in shareholders' interests to accept an offer that is not fair. Accepting the CEMEX offer of US$13.00 a share would be effectively giving CEMEX a free option on recovery of the residential housing sector in Rinker's key United States markets. Accordingly, the CEMEX offer is not reasonable." (Page 2, Independent Expert's Report, cover letter)

"Rinker directors unanimously recommend rejection of the bid as far too low," said Mr. Morschel . "Our strong recommendation to our 116,000shareholders is that they ignore CEMEX's offer and do nothing. They should not respond to the documents received from CEMEX."