Dominion Bridge Announces Sale of Australian Subsidiary.

MONTREAL--(BUSINESS WIRE)--Jan. 4, 1999--DOMINION BRIDGE (NASDAQ:BCQE) (Alberta Stock Exchange:DMO.U.) (NASDAQ: BCQE) Dominion Bridge Corporation (DBC) and their advisors, Rodrigue Biron & Associes, announce that DBC entered into an agreement to sell its 26,505,256 shares (63.8 percent of shares outstanding) in Australian based McConnell Dowell Corporation Limited (MDC) to LTA Limited, a South African based construction company controlled by the major South African conglomerate, Anglo American.

The agreement provides for a price of A$3.20 per share, for a total consideration of A$84.8 million (C$86.0 million or US$55.3 million at exchange rates prevailing on December 31, 1998). The price represents a premium of 8.5 percent over the A$2.95 closing market price on December 29, 1998, on the Australian Exchange.

Rodrigue Biron & Associes Ltee, a Montreal, Canada-based counsel in corporate mergers, acquisitions and restructuring, advised Dominion Bridge Corporation and its subsidiaries, Cedar Group Canada Inc. and Cedar Group Australia PTY Limited, through which DBC's shares in MDC are held.

The proposed transaction is subject to the applicable Australian and Canadian laws and regulations.

Under Australian laws, the transaction is subject to the approval of MDC shareholders, and a special general meeting of shareholders is expected to be held in late February 1999. MDC has commissioned PriceWaterhouseCoopers to prepare an Independent Expert's Report including a statement as to whether the transaction is fair and equitable for the minority shareholders of MDC. Following this report, the Independent Directors of MDC will make a formal recommendation to MDC shareholders.

Under Canadian laws, since DBC and Cedar Group Canada have filed a Notice of Intention to File a Proposal under the Bankruptcy and Insolvency Act, the agreement is subject to the approval of the creditors of Cedar Group Canada Inc. and those of DBC, as well as to Court approval.

Given these requirements, the transaction is expected to close in the first half of March, 1999.

The proceeds of the transaction will be used in priority to repay debt owed severally by Cedar Group Canada and DBC to secured creditors. Such creditors are principally BNY Financial Corporation - Canada, Lamar Investments Inc. and Wellgate International Ltd. As at August 11, 1998, when DBC and Cedar Group Canada filed their Notice of Intention, the secured claims of these three creditors totaled US$46.5 million.