Cedar Group, Inc. acquires 77.2% of McConnell Dowell Corporation.

MONTREAL--(BUSINESS WIRE)--April 10, 1996--CEDAR GROUP, INC. (NASDAQ/NMS:CGMV; VSE:CGM) today announced that through its tender offer which expired April 9, 1996, it has received a total of 32,091,400 shares of the McConnell Dowell Corp. ("MDC"), bringing its total equity ownership to 77.2%.

On April 2, 1996, Cedar Group appointed four of the seven members to the Board of Directors of MDC. They are: Michael L. Marengere as chairman, also chairman and chief executive officer of Cedar Group, Inc., Nicolas Matossian, president and chief operating officer of Cedar Group, Inc., the Honourable Marc Lalonde and Rene Amyot both currently directors of Cedar Group, Inc.

MDC is an Australian based engineering and construction company with operations in Australia, New Zealand and Southeast Asia. It had fiscal 1995 sales of US$250 million and US$11 million operating earnings in fiscal 1995.

MDC had before tax earnings of US$4.4 million for its six months operations ending Dec. 31, 1995 and currently has a backlog of US$156 million.

CEDAR GROUP, INC., a Delaware corporation, is an international engineering, infrastructure company, employing advanced materials technology with operations and projects in North America, Europe and Asia.

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This news release is neither approved nor disapproved by the Vancouver Stock Exchange.

CONTACT: Cedar Group Inc.

Eric Boyd, 514/634-3550

or

Strategic Growth International

Stan Altschuler/Richard Cooper, 516/829-7111