Recommended public offer in cash for HBG by Grupo Dragados

Following the press releases of 5 February 2002 and 6 March 2002, Grupo Dragados, S.A. and Hollandsche Beton Groep nv jointly announce that Grupo Dragados will launch a recommended public offer in cash for all the outstanding ordinary shares in HBG.

The Offer will be launched by the public announcement of the availability of an offer document dated 15 March 2002 relating to the Offer by advertisements in the Official Pricelist of the Euronext Amsterdam Stock Exchange dated 15 March 2002 and in one or more national Dutch newspapers of 16 March 2002.

The ordinary shares in HBG are listed on the Official Segment of the stock exchange of Euronext Amsterdam N.V. Grupo Dragados offers a price per HBG Share of EUR 21.25 in cash. In view of the Offer, no dividend will be paid by HBG in relation to the financial year 2001.

The Offer Price represents:
* a premium of approximately 60% to the average closing HBG Share price for the 30 trading days ending on 4 February 2002, the last trading day of the first public announcement that an offer was considered; and

* a premium of approximately 57%, compared to the HBG Share price at close of business on 4 February 2002.

The Management Board and the Supervisory Board of HBG believe that the proposed transaction is in the best interest of the shareholders and all other stakeholders in HBG. They are of the opinion that the Offer is a fair reflection of the current value of HBG and therefore recommend the acceptance of the Offer.

Positive advice has been obtained from the central works council of HBG. The consultations with the trade unions have been finalised.

The acceptance period begins on 18 March 2002 and ends, subject to extension, on 10 April 2002 at 15:00 hours Dutch time.

An extraordinary general meeting of shareholders of HBG will be held on 2 April 2002, 10:30 hours Dutch time, at the offices of HBG at Generaal Spoorlaan 489, Rijswijk, The Netherlands, during which meeting the Offer will be discussed.

Rothschild is advising Grupo Dragados and Lazard is advising HBG.

(source: HBG and Grupo Dragados)

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