CEMEX Announces Closing of Merger With Southdown.

Business Editors

MONTERREY, Mexico--(BUSINESS WIRE)--Nov. 16, 2000

CEMEX, S.A. de C.V. (NYSE: CX) announced today the closing of its acquisition and merger of Southdown, Inc. (NYSE: SDW), completing a process begun on September 28.

CENA Acquisition Corp., an indirect subsidiary of CEMEX, acquired a controlling interest in Southdown, Inc. and has now merged with and into Southdown. Southdown, which has become an indirect subsidiary of CEMEX, will continue as the surviving corporation.

CEMEX also announced that, as a result of the merger, any outstanding shares of Southdown's common stock (other than shares for which appraisal is sought under applicable provisions of Louisiana law) not accepted for payment in connection with CEMEX's tender offer for Southdown's common stock at $73.00 per share in cash, would be converted into the right to receive $73.00 per share in cash. Citibank, N.A., the payment agent for the merger, will arrange for such payments upon the presentation of the appropriate documentation by the holder of any such Southdown shares. Within the next few days, Citibank, N.A. will mail to non-tendering stockholders materials to be used to exchange Southdown stock certificates for such payment.

CEMEX is one of the three largest cement companies in the world with approximately 77 million metric tons of production capacity. It is also the world's largest trader of cement and the world's leading producer of white cement. CEMEX is engaged in the production, distribution, marketing and sale of cement, ready-mix concrete, aggregates and clinker through operating subsidiaries in four continents. For more information, visit www.cemex.com.