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Notes to the
consolidated
financial
statements
72
< previous I contents I next >
15B) Main acquisitions and divestitures during the reported periods
In 2005, CEMEX and Ready Mix USA formed two joint ventures: a) CEMEX Southeast, LLC, a joint venture that was 50.01%
owned and consolidated by CEMEX, and was comprised of the Demopolis cement plant in Alabama and the Clinchfield cement
plant in Georgia, with a combined annual installed capacity of 1.7 million tons, and 12 cement terminals; and b) Ready Mix USA
LLC, a joint venture that was 50.01% owned and consolidated by Ready Mix USA, and was comprised of 10 sand and gravel pits,
149 concrete plants and 20 block plants located in the states of Arkansas, Mississippi, Tennessee, Alabama, Georgia, and Florida.
Starting on June 30, 2008, Ready Mix USA had the right, but not the obligation, to sell (or put) its interests in both joint ventures
to CEMEX. On September 30, 2010, Ready Mix USA exercised this put option. As a result of Ready Mix USA’s exercise of its put
option and after performance of the obligations by both parties under the put option agreement, on August 12, 2011, through the
payment of approximately US$352 ($4,914), CEMEX acquired its former joint venture partner’s interests in CEMEX Southeast,
LLC and Ready Mix USA, LLC, including a non-compete and a transition services agreement. In accordance with the joint venture
agreements, from the date in which Ready Mix USA exercised its put option until CEMEX’s acquisition date, Ready Mix USA
continued to control and manage Ready Mix USA, LLC. Nonetheless, based on IAS 27, and considering the existence of a settlement
price that could have been paid any time until September 30, 2011 at CEMEX election and potential voting rights, Ready Mix
USA LLC was consolidated beginning March 31, 2011. Upon consolidation, the purchase price was assigned to each joint venture
proportionately to CEMEX’s relative contribution interest in CEMEX Southeast, LLC and Ready Mix USA, LLC, considering the
original fair values as of the dates of the 2005 agreements. During 2011, the acquisition of the non-controlling interest in CEMEX
Southeast, LLC, fully consolidated by CEMEX as of the acquisition date, and the non-controlling interest in Ready Mix USA, LLC,
generated a gain of approximately US$24 ($316) resulting mainly to the measurement at fair value of CEMEX’s previously held
equity interest in Ready Mix USA, LLC, and was recognized within “Other expenses, net.” The consolidated financial statements
of CEMEX as of December 31, 2011 included the balance sheet of Ready Mix USA, LLC as of December 31, 2011, based on
the best estimate of the fair value of its net assets as of the acquisition date of approximately $4,487, including cash and cash
equivalents of approximately $912 and debt of approximately $1,352, and its results of operations for the nine-month period
ended December 31, 2011. During 2012, after conclusion of the purchase price allocation, there were changes in the value of
certain assets and liabilities, none of which were individually significant, which decreased the aggregate gain on purchase by
approximately US$1 ($13).
On November 15, 2012, as described in note 20D, CEMEX sold a non-controlling interest of 26.65% in CEMEX Latam Holdings,
S.A., a direct subsidiary of CEMEX España, for a net amount of approximately US$960 ($12,336).
On October 12, 2012, in a private transaction, CEMEX made the final payment in connection with the acquisition, initiated in April
2012 from third parties, of the 49% non-controlling interest in an indirect holding company of Global Cement, S.A., CEMEX’s main
operating subsidiary in Guatemala, for a total amount including the final payment of approximately US$54 ($694), recognizing
within “Other equity reserves” a loss of approximately US$32 ($411).
On May 17, 2012, through a public tender offer commenced on March 12, 2012, and after compliance with applicable regulations
in the Republic of Ireland, Readymix Investments, an indirect subsidiary of CEMEX España, acquired all the shares of Readymix plc
(“Readymix”), CEMEX’s main operating subsidiary in the Republic of Ireland, for €0.25 per share in cash. The acquisition price for
the 38.8% non-controlling interest in Readymix was approximately €11 (US$15 or $187). The listing and trading of Readymix’s
shares on the Irish Stock Exchange was cancelled beginning on May 18, 2012.