Cedar Group, Inc. reaffirms tender for controlling interest of McConnell Dowell Corp.

MONTREAL, Canada--(BUSINESS WIRE)--March 19, 1996--CEDAR GROUP, INC. (NASDAQ/NMS: CGMV;VSE: CGM) today announced that it is going ahead with its plans to acquire sufficient shares to gain effective control of McConnell Dowell Corporation (MDC) through its takeover offer. Cedar had previously acquired 19.9% of MDC from Morrison Knudsen Corp. at a price of AU$1.25 per share, and had offered to acquire the remaining 80.1% for a cash price of AU$1.40 per share, subject to Cedar Group, Inc.'s Australian Subsidiary, Cedar Group Australia Pty Ltd. to acquire an aggregate minimum of 60% of the ordinary shares.

In light of Downer Australia Group Pty Ltd. entering into a subsequent agreement to acquire 19.9% of MDC shares from Morrison Knudsen at AU$1.45 per share and its competing offer for all of the remaining shares at that same price, effective March 19th, Cedar's Board of Directors and its financial advisors are evaluating options with a view to amending its takeover offer to meet its stated objectives.

CEDAR GROUP, INC., a Delaware corporation registered in Conshohocken, PA, is an international engineering infrastructure company, employing advanced material technology with operations and projects in North America, Europe and Asia. -0- This news release is neither approved nor disapproved by the Vancouver Stock Exchange.

CONTACT: Eric Boyd

Investor Relations

Cedar Group, Inc.

[phone]

or

Stan Altschuler/Richard Cooper

Strategic Growth International

[phone]