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CEMEX AGREES TO PURCHASE APAX'S OPTION TO ACQUIRE SANSON SHARES

 CEMEX AGREES TO PURCHASE APAX'S OPTION TO ACQUIRE SANSON SHARES
 MONTERREY, Mexico, July 20 /PRNewswire/ -- Cemex, S.A. announced today that APAX, a subsidiary of the Unifund Group, has agreed to sell and transfer to Cemex its Option to purchase shares in La Auxiliar de la Construccion (the SANSON group of companies/SANSON) from Corporacion Industrial y Financiera Banesto. SANSON is comprised of four cement companies operating in various regions of Spain. The Spanish Securities Commission was informed today of the agreement. Cemex announced earlier this month that it would purchase Compania Valenciana de Cementos Portland (Valenciana), S.A.
 This action today follows the agreement on June 29 in which APAX signed a put call option exercisable between July 10 and Aug. 31, 1992, that gave it the right to purchase all of the shares owned by La Corporacion in SANSON at a price of Ptas. 20,012 per share (US$206 per share). Through this purchase Cemex assumes all the rights and obligations of this agreement.
 With the purchase of APAX's Option, Cemex will acquire La Corporacion's 62.23 percent stake in SANSON. La Corporacion is undertaking an OPA (tender offer) for all the outstanding shares held by minority investors, which account for 29.77 percent of the capital of SANSON. SANSON has 8 percent of treasury shares that will not be tendered and will not be purchased by Cemex. If 100 percent of the public minority-held shares are tendered, the total cash price for the equity of SANSON will be Ptas. 58,231 million (US$600 million). SANSON owns two cement companies in which there are minority private investors. The implicit corporate value amounts to Ptas. 90,800 million (US$936 million), which is comprised of Ptas. 58,231 million (US$600 million) paid by Cemex for the equity of SANSON as well as Ptas. 18,832 million (US$194 million) of net debt assumed and Ptas. 13,737 million (US$142 million) of minority interest that will remain outstanding. Completion of this purchase is subject to the approval of the Spanish authorities.
 Cemex has a continued commitment to supporting its cement business in Mexico. This transaction, which utilizes Cemex's excess cashflow and additional debt capacity, is consistent with Cemex's strategy to acquire a significant position in an attractive cement market that offers a strong growth potential. Spain is the third largest cement market in Europe and is expected to enjoy a growth rate in cement consumption above the EEC average. The acquisition will complement Cemex's purchase of Compania Valenciana de Cementos Portland, S.A. (Valenciana).
 With the acquisitions of both SANSON and Valenciana, Cemex will be making a total maximum investment in Spain of Ptas. 179,450 million (US$1.85 billion), which represents a significant commitment of Cemex to Spain. It is noteworthy that Cemex has chosen to enter the European market through Spain. These transactions further strengthen the business and economic link between Mexico and Spain.
 Lorenzo Zambrano, chief executive officer of Cemex, said: "With the purchase of SANSON and Valenciana, we would be able to capitalize on the synergies gained from consolidating the operations of the companies, which would be run by the same central management team." He noted that the consolidation of cement and ready-mix operations and the rationalizing of administrative procedures would be important benefits of the acquisitions. And, Zambrano said that "the transaction will reunite a Spanish group capable of competing effectively with the major cement groups in Europe."
 The US$600 million purchase price for SANSON has been initially funded by a bridge loan from J.P. Morgan. The bridge will be refinanced through a US$200 million contribution from Cemex, a private equity placement of SANSON/Valenciana to APAX of US$90 million, the sale of SANSON's non-cement assets (approximately US$100 million), and the issuance of long-term debt and equity securities in Spanish and international markets.
 SANSON had proforma consolidated 1991 (in millions) sales of Ptas. 46,096 (US$461), earnings before interest and taxes of Ptas. 10,273 (US$103), net income of Ptas. 9,335 (US$93), total assets of Ptas. 96,123 (US$961), and productive capacity of 4.6 million tons. SANSON had total net debt of Ptas. 18,832 (US$194).
 Cemex, S.A. based in Monterrey, is the leading cement producer in Mexico and the fourth largest cement maker in the world. SANSON, based in Cataluna and Madrid, and Valenciana, headquartered in Valencia, are the two largest cement companies in Spain, each with a market share of approximately 14 percent. After the acquisitions Cemex S.A. would have productive capacity of 32 million tons, forecasted 1993 consolidated sales of US$3.6 billion (US$2.5 billion prior to the acquisitions), and cashflows after capital expenditures, and working capital requirements of US$760 million (versus US$500 million without the acquisitions).
 The Unifund Group, based in Geneva, is a large financial group with sizable investments in companies in various sectors of rapidly growing markets, including Asia, Mexico, and Latin America.
 J.P. Morgan acted as advisor to Cemex.
 -0- 7/20/92
 NOTE: For further information about this transaction, see "Transaction Background" report.
 /CONTACT: Lorenzo Zambrano of Cemex S.A., (Mexico) 52-83-452000, or Gustavo Caballero or Violy Harper of J.P. Morgan, (Spain) 341-435- 6041, or J.P. Morgan (New York) 212-648-7850, or Kay Breakstone of Burson Marsteller, 212-614-4449, all for Cemex S.A./
 /FIRST AND FINAL ADD -- BACKGROUND MATERIAL -- TO FOLLOW/ CO: Cemex S.A.; APAX; SANSON ST: IN: CST SU: TNM


TS-OS -- NY035 -- 0708 07/20/92 11:56 EDT
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Date:Jul 20, 1992
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