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Cementos Portland Valderrivas' Bid to Take Over Cementos Lemona Gets the Green Light from the Spanish Securities Market Commission

18/01/2006

Cementos Portland Valderrivas' Bid to Take Over Cementos Lemona Gets the Green Light from the Spanish Securities Market Commission

The Spanish Securities Market Commission has agreed to authorise Cementos Portland Valderrivas, S.A.'s bid to buy 100% of the shares in Cementos Lemona.

The FCC Group's cement manufacturer is offering 32 euros per share. It already holds 30.7205% of Cementos Lemona, so its bid targets the remaining 69.2795%, a total of 7,759,304 shares.

Cementos Portland Valderrivas has closed an agreement with Corporación Noroeste, S.A.., holder of 19.31% of the shares in Cementos Lemona, under which Corporación Noroeste is committed to accepting the bid.

The application for permission to make the bid was filed with the Securities Market Commission on the second of December. José Ignacio Martínez-Ynzenga, Managing Director of Cementos Portland Valderrivas, has stated his satisfaction with "the expeditious way proceedings have gone at the Competition Defence Service and the Securities Market Commission".

The bid will be fully financed by a bank loan of 250 million euros facilitated by three financial institutions, BBK (providing 50%), BBVA (25%) and Banco Sabadell (25%).

Shareholders will have one month to decide whether to take up the bid, as of the publication of the first announcement.

For the Cementos Portland Valderrivas Group, buying Cementos Lemona will enable it to capture a considerable amount of strategic and operational synergy and increase its holdings in Cementos Alfa, which has a factory in Mataporquera, Cantabria, and 80% of whose stock belongs to Cementos Portland Valderrivas, with Cementos Lemona holding 11%.

With this transaction, Cementos Portland Valderrivas will have consolidated its position in the cement market in northern Spain and the east coast of the USA.

Cementos Portland Valderrivas and Cementos Lemona each hold 50% of CDN USA, a cement manufacturer that has a factory in the American state of Maine, so the operation begun today means that 100% of the shares in CDN USA will be coming into the hands of the cement manufacturer controlled by the FCC Group.

Through Giant Cement, Cementos Portland Valderrivas has another two factories in the United States, one in South Carolina and another in Pennsylvania, the latter of which will be receiving a $180-million investment for modernisation. The US is currently in the middle of an upswing in the building sector and therefore in the cement sector as well.

It is Cementos Portland Valderrivas' intention to preserve the features that, through the years since its foundation in 1917, have made Cementos Lemona what it is today, and to keep the company's headquarters in Vizcaya and stand firmly in favour of the continuity of its assets.

The takeover will be a clear commitment to the future development of Cementos Lemona and its industrial plan, will strengthen Lemona's competitive position by making it part of a leading group and will consolidate Lemona's position in Spain as a platform for future international growth, as it will be able to rely on FCC's financial muscle.

Cementos Portland Valderrivas is being advised in this bid by legal scholar and expert Jaime Zurita.