1

UNITED STATES OF AMERICA

BEFORE FEDERAL TRADE COMMISSION

__________________________________________

)

)

CEMEX S.A. de C.V., )

) File No. 051-0007 

a corporation. )

)

)

__________________________________________)

AGREEMENT CONTAINING CONSENT ORDERS

The Federal Trade Commission (“Commission”) having initiated an investigation of the

proposed acquisition of RMC Group PLC (“RMC”) by Cemex, S.A. de C.V. (“Cemex”), and it

now appearing that Cemex, hereinafter sometimes referred to as “Proposed Respondent” is

willing to enter into this Agreement Containing Consent Orders (“Consent Agreement”) to divest

certain assets and providing for other relief:

IT IS HEREBY AGREED by and between Proposed Respondent, by its duly authorized

officers and attorneys, and counsel for the Commission that:

1. Respondent Cemex is incorporated as a stock corporation with variable capital organized

under the laws of the United Mexican States with its office and principal place of

business located at Av. Ricardo Margáin Zozaya #325, Colonia del Valle Campestre,

Garza García, Nuevo León, Mexico 66265. Respondent Cemex operates all of its

business in the United States through its wholly owned subsidiary, Cemex Corp., which

operates all of its business through its wholly owned subsidiary, Cemex Inc. Cemex Inc.

has its principal place of business on 840 Gessner Road, Suite 1400, Houston, Texas

77024. 

2. Proposed Respondent admits all the jurisdictional facts set forth in the draft of Complaint

here attached.

3. Proposed Respondent waives:

(a) any further procedural steps;

(b) the requirement that the Commission’s Decision and Order and Order to Hold

Separate and Maintain Assets, which are attached hereto and made a part hereof,

contain a statement of findings of fact and conclusions of law; 
2

(c) all rights to seek judicial review or otherwise challenge or contest the validity of

the Decision and Order and Order to Hold Separate and Maintain Assets entered

pursuant to this Consent Agreement; and

(d) any claim under the Equal Access to Justice Act.

4. Because there may be interim competitive harm, the Commission may issue its

Complaint and an Order to Hold Separate and Maintain Assets in this matter at any time

after it accepts the Consent Agreement for public comment.

5. This Consent Agreement shall not become part of the public record of the proceeding

unless and until it is accepted by the Commission. If this Consent Agreement is accepted

by the Commission, it, together with the Complaint contemplated thereby, will be placed

on the public record for a period of thirty (30) days and information in respect thereto

publicly released. The Commission thereafter may either withdraw its acceptance of this

Consent Agreement and so notify Proposed Respondent, in which event it will take such

action as it may consider appropriate, or issue or amend its Complaint (in such form as

the circumstances may require) and issue its Decision and Order, in disposition of the

proceeding.

6. This Consent Agreement is for settlement purposes only and does not constitute an

admission by Proposed Respondent that the law has been violated as alleged in the draft

Complaint here attached, or that the facts as alleged in the draft Complaint, other than

jurisdictional facts, are true.

7. This Consent Agreement contemplates that, if it is accepted by the Commission, the

Commission may (1) issue and serve its Complaint corresponding in form and substance

with the draft of Complaint here attached, (2) issue and serve its Order to Hold Separate

and Maintain Assets, and (3) make information public with respect thereto. If such

acceptance is not subsequently withdrawn by the Commission pursuant to the provisions

of Commission Rule 2.34, 16 C.F.R. § 2.34, the Commission may, without further notice

to the Proposed Respondent, issue the attached Decision and Order containing the

following order to divest in disposition of the proceeding. When final, the Decision and

Order and the Order to Hold Separate and Maintain Assets shall have the same force and

effect and may be altered, modified or set aside in the same manner and within the same

time provided by statute for other orders. The Decision and Order and Order to Hold

Separate and Maintain Assets shall become final upon service. Delivery of the

Complaint, the Decision and Order, and the Order to Hold Separate and Maintain Assets

to Proposed Respondent’s United States counsel by any means specified in Commission

Rule 4.4(a), 16 C.F.R. § 4.4(a), shall constitute service. Proposed Respondent waives

any right it may have to any other manner of service. Proposed Respondent also waives

any right it may otherwise have to service of any Appendices incorporated by reference

in the Decision and Order, and agrees that it is bound to comply with and will comply

with the Decision and Order to the same extent as if it had been served with copies of the
3

Appendices, where Proposed Respondent is already in possession of copies of such

Appendices. The Complaint may be used in construing the terms of the Decision and

Order and Order to Hold Separate and Maintain Assets, and no agreement,

understanding, representation, or interpretation not contained in the Decision and Order,

Order to Hold Separate and Maintain Assets, or the Consent Agreement may be used to

vary or contradict the terms of the Decision and Order or Order to Hold Separate and

Maintain Assets.

8. By signing this Consent Agreement, Proposed Respondent represents and warrants that it

can comply with the provisions of, and can accomplish the full relief contemplated by,

the attached Decision and Order and the Order to Hold Separate and Maintain Assets,

and that all parents, subsidiaries, affiliates, and successors necessary to effectuate the full

relief contemplated by this Consent Agreement are parties to the Consent Agreement.

9. Proposed Respondent has read the proposed Complaint, Decision and Order, and Order

to Hold Separate and Maintain Assets contemplated hereby. Proposed Respondent

understands that once the Decision and Order and Order to Hold Separate and Maintain

Assets have been issued, it will be required to file one or more compliance reports

showing that it has fully complied with the Decision and Order and Order to Hold

Separate and Maintain Assets. Proposed Respondent agrees to comply with the terms of

the Decision and Order and the Order to Hold Separate and Maintain Assets, as

applicable, from the date it signs this Consent Agreement. Proposed Respondent further

understands that it may be liable for civil penalties in the amount provided by law for

each violation of the Decision and Order and of the Order to Hold Separate and Maintain

Assets, as applicable, after they become final.
4

CEMEX, S.A. de C.V. FEDERAL TRADE COMMISSION

__________________________ ______________________________

Ramiro Villarreal, Randall A. Long

General Counsel Andrew J. Forman

Cemex, S.A. de C.V. John D. Carroll

Attorneys

Dated: February ____, 2005

APPROVED:

___________________________ ______________________________

Clifford H. Aronson, Esq. Michael R. Moiseyev

Skadden, Arps, Slate, Meagher & Flom LLP Assistant Director

Counsel for Cemex, S.A. de C.V. Bureau of Competition

Dated: February ____, 2005

______________________________

Bernard A. Nigro, Jr.

Deputy Director

Bureau of Competition

______________________________

Susan A. Creighton

Director

Bureau of Competition