Hicks, Muse, Tate & Furst to Invest in Grupo Minsa.

MEXICO CITY and DALLAS--(BUSINESS WIRE)--Oct. 20, 1999--

Grupo Minsa, S.A. de C.V. ("Minsa" or "the Company") (BMV: MINSA; OTC: MINSAC), Mexico's second-largest producer of corn flour for tortilla production, and Hicks, Muse, Tate & Furst Incorporated, a leading global private investment firm, today announced an agreement in which Hicks Muse's Latin America Fund will acquire 32.275% of Minsa's capital stock from Promotora Empresarial del Occidente, S.A. de C.V. ("PEO"), Minsa's controlling shareholder, for US$67.85 million.

Under terms of the agreement, Hicks Muse will acquire 51,833,989 shares of Minsa from PEO, of which 50,934,588 have voting rights and 899,401 are Series C shares. Hicks Muse will also purchase from PEO shares of other PEO subsidiaries, including 36.562% of the capital stock of Almacenadora Mercader S.A. ("ALMER," formerly Almacenadora Centro Occidente, S.A. or ACO) and 45.0% of the capital stock of Fomento e Ingenieria en Comercializacion, S.A. de C.V. ("FINCO") for additional consideration. Completion of the transaction, which is expected to occur within 30 days, is subject to the approval of Mexican regulators.

Upon completion of this transaction, PEO will retain 37.42% of Minsa's capital stock, the International Finance Corporation will continue to hold 4.33% of Minsa, and other shareholders will have the remaining 25.97% of the Company. PEO and Hicks Muse will deposit their respective shares in a trust that will exercise the corporate rights corresponding to these shares as a single entity.

On September 30, 1998, PEO agreed to acquire Minsa's 81.25% stake of ALMER. To complete this transaction, PEO will pay approximately US$41.6 million to Minsa from the proceeds of the stock sale to Hicks Muse. As a result, the sale of Minsa's stake in ALMER to PEO will be completed simultaneously with the Hicks Muse transaction. Minsa will use the entire proceeds from the sale of ALMER to reduce its short-term peso denominated debt.

Raymundo Gomez Flores, Chairman of PEO, stated, "I am pleased to announce this deal with Hicks Muse. This investment will add value to shareholders by allowing our operating companies to focus on their core competencies and by giving them, particularly Minsa, the financial strength necessary to grow and pursue new opportunities. It will also allow us to increase our grain merchandising operations by taking advantage of the opportunities created by the closing of Conasupo."

Charles W. Tate, President of Hicks Muse, stated, "Our investment in Grupo Minsa, one of the leading Mexican corn flour producers, will position Hicks Muse to participate in the rapidly growing Mexican and U.S. tortilla industry. The company has in a short period of time built considerable market share in a very competitive industry through efficient management of its manufacturing facilities. We believe that the combination of our investment and the strategic guidance that we will contribute will enhance the company's ability to implement its growth strategy and, in turn, to build considerable value for its shareholders. We look forward to working with Raymundo Gomez Flores, Juan Gargallo and their colleagues to realize Grupo Minsa's full potential."

Evaluacion y Manejo de Empresas S.A. de C.V. ("EME"), Hicks Muse's management affiliate for the acquisition and oversight of Mexico-based industrial companies, acted as liaison between the parties in negotiating this transaction. Ernesto Moya, the founder of EME, will be one of Hicks Muse's appointees to the Minsa Board of Directors.

Company Descriptions:

Almacenadora Mercader "ALMER," formerly Almacenadora Centro Occidente S.A. or ACO, owns and operates over 250 grain warehousing facilities throughout Mexico with an installed capacity of over 1,451,177 tons, offers storage, logistics and distribution services mainly for agricultural commodities.

FINCO, a subsidiary of PEO, was created in 1998 and engages in grain trading in Mexico.

Minsa is the second-largest producer of corn flour for tortilla production in Mexico. Founded in October 1993, Minsa commenced operation via the acquisition of five government-owned corn flour plants. Since that date Minsa has increased its market share of corn flour from 9% to 28%. Minsa owns six corn flour plants in Mexico, located in the states of Mexico, Jalisco, Sinaloa, Veracruz, Chiapas, and Coahuila; two in the United States located in Muleshoe, Texas and Red Oak, Iowa; and one in Jutiapa, Guatemala. It also owns and operates two plants of corn-related consumer end products in the states of Mexico and Nuevo Leon.

Since its formation in 1989, Hicks, Muse, Tate & Furst Incorporated has completed or currently has pending more than 300 transactions with a total capital value in excess of US$37 billion. In Latin America, Hicks Muse has invested or is committed to invest approximately US$2 billion of equity capital since 1996. Headquartered in Dallas, the firm also has offices in New York, London, Mexico City and Buenos Aires.