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CEMEX CLARIFIES TERMS OF VALENCIANA ACQUISITION

 CEMEX CLARIFIES TERMS OF VALENCIANA ACQUISITION
 MONTERREY, Mexico, July 8 /PRNewswire/ -- Cemex S.A. (ADR traded


OTC: CMXBY) today issued a statement to clarify the terms and structure for its proposed acquisition of the Spanish cement producer, Compania Valenciana de Cementos Portland, announced yesterday.
 Acquisition Price
 The maximum acquisition price for the 8,349,340 outstanding shares held by investors is approximately US$1.25 billion. This is exclusive of the 2,926,927 treasury shares held by Valenciana and its subsidiaries, for which no consideration will be paid.
 Cemex has already acquired 24.9 percent of Valenciana from a group of shareholders at a price of 14,850 pesetas per share (US$148.50), totaling US$419 million.
 In a second step, Cemex will next week commence a public tender offer for all the remaining publicly held shares of Valenciana at a price of 15,075 pesetas per share (US$150.75). Cemex has already received commitments for the tender of 29.1 percent of the outstanding shares, for which the acquisition price will amount to US$496 million.
 The remaining shares held by the public represent 20.1 percent of Valenciana. If all these shares were to be tendered at the offer price, the corresponding acquisition price would amount to US$343 million.
 The acquisition cost is approximately US$175 per tonne, substantially lower than that of other transactions made in Europe in markets with similar characteristics.
 The consolidated net earnings corresponding to Valenciana's cement operations in 1991 amounted to US$102 million.
 Financing the Acquisition
 Cemex currently has approximately US$500 million in cash to be used for the acquisition. Citibank, N.A. will finance the balance of the funding necessary for the acquisition, an amount of approximately US$750 million.
 The debt incurred for the acquisition will be reduced in the short term by US$200 million through the disposition of Valenciana's non- cement assets. Furthermore, leverage will be reduced since the cash flow generated by Cemex (including Valenciana) is higher than financial expenses plus ongoing capital expenditures.
 Multiples
 Cemex believes that the multiples paid for the Valenciana acquisition are reasonable after elimination of the loss-making non-cement operations, which will be sold shortly.
 These multiples are calculated on the basis of the pro forma 1991 earnings per share, excluding treasury stock, obtained from the cement operations.
 Portion of the Company(A) Price Paid Earnings P/E P/BV
 (US$/share) per share
 24.9 percent 148.50 12.23 12.14 2.08
 49.2 percent 150.75 12.23 12.33 2.11
 (A) Excluding treasury shares
 As with previous acquisitions, Cemex has made a very careful analysis of Valenciana. The decision to acquire the company was made after considering the administrative and operating synergies, the future evolution of the Spanish cement market and the strategic position of Cemex.
 -0- 7/8/92
 /CONTACT: Gustavo Caballero of Cemex S.A., 011-52-83-45-2000, or Violy de Harper of J.P. Morgan, 212-648-7850, or Kay Breakstone of Burson-Marsteller, 212-614-4449, for Cemex/
 (CMXBY) CO: Cemex S.A.; Compania Valenciana de Cementos Portland ST: IN: SU: TNM


SM-KW -- NY027 -- 7390 07/08/92 11:50 EDT
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Date:Jul 8, 1992
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