March 01, 2005 03:45 ET

CEMEX Completes Acquisition of RMC




MARCH 1, 2005 - 03:45 ET

CEMEX Completes Acquisition of RMC

MONTERREY, MEXICO--(CCNMatthews - Mar 1, 2005) -

CEMEX, S.A. de C.V. ("CEMEX") (NYSE: CX; BMV: CEMEX.CPO) announced today
that it has completed the acquisition of RMC Group p.l.c. ("RMC"). The
boards of directors of CEMEX and RMC, as well as RMC shareholders,
European Union and US regulators, and the High Court of Justice in
England and Wales have approved the acquisition. The enterprise value of
the US$4.1 billion cash transaction, including the assumption of debt,
is US$5.8 billion.

"This is an important day for CEMEX," said Lorenzo H. Zambrano, Chairman
and CEO of CEMEX. "With the integration of RMC, CEMEX will enhance its
position as one of the world's largest building materials companies,
with global presence in cement and aggregates and a leading position in
ready mix concrete. The addition of RMC enhances CEMEX's growth platform
and diversifies our geographic base by strengthening our presence in the
US - the world's largest cement importer - and gives us exposure to
high-growth markets in Eastern Europe and an important position in
mature markets in Western Europe."

Mr. Zambrano continued, "In addition to the compelling industrial
rationale, there is solid financial logic to this combination. The
acquisition enhances our strong free cash flow, lowers our cost of
capital and offers significant synergy potential."

"The integration process will begin immediately. RMC's customers will
benefit from our operating expertise and from CEMEX's vertically
integrated network, which enables us to offer high quality products and
reliable services."

With the integration of RMC, CEMEX will produce an estimated 97 million
tons of cement, enhancing its position as the third largest cement
company in the world. CEMEX, with RMC, will be the largest ready mix
company in the world, with a production capacity of 77 million cubic
meters of ready mix concrete. Additionally, the combined company will
become the fourth largest aggregates company in the world.

The addition of RMC improves the balance of CEMEX's portfolio by
diversifying cash flows, better positioning CEMEX for profitable growth
throughout business and economic cycles. RMC's leading position in
Europe extends CEMEX's reach into new markets that complement CEMEX's
solid position in the Americas, increasing trading opportunities and
expanding CEMEX's ability to service more customers.

CEMEX expects to achieve approximately US$200 million of annual
synergies by 2007 by standardizing some management processes,
capitalizing on trading network benefits, consolidating logistics and
improving global procurement and energy efficiency.

The acquisition is expected to be immediately accretive to free cash
flow and cash earnings per share for CEMEX. CEMEX expects that the
acquisition will achieve its 10 percent return on capital employed
target in 2007 and expects to achieve a ratio of net debt to EBITDA of
2.7 times by the end of 2005. This would be the same level of net debt
to EBITDA that CEMEX had at the end of 2003.

CEMEX is a growing global building solutions company that provides
products of consistently high quality and reliable service to customers
and communities in more than 50 countries throughout the world. The
company improves the well-being of those it serves through its
relentless focus on continuous improvement and efforts to promote a
sustainable future. For more information about the company, visit

This press release contains forward-looking statements and information
that are necessarily subject to risks, uncertainties and assumptions.
Many factors could cause the actual results, performance or achievements
of CEMEX or RMC to be materially different from those expressed or
implied in this release, including, among others, changes in general
economic, political, governmental and business conditions globally and
in the countries in which CEMEX and RMC do business, changes in interest
rates, changes in inflation rates, changes in exchange rates, the level
of construction generally, changes in cement demand and prices, changes
in raw material and energy prices, acquisition opportunities, changes in
business strategy and various other factors. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those described
herein. CEMEX and RMC assume no obligation to update or correct the
information contained in this press release.


Contact Information

    Media Relations:
    Jorge Perez, 52-81-8888-4334
    Investor Relations:
    Abraham Rodriguez, 52-81-8888-4262
    Analyst Relations:
    Ricardo Sales, 212-317-6008