Press Release

Shareholders Approve $4.2 Billion Merger of Grupo Mexico S.A.’S Mexican and Peruvian Units

Milbank Represents Grupo Mexico and its Subsidiary Minera Mexico

NEW YORK, NY, April 19, 2005 - The $4.2 billion merger of Grupo Mexico S.A. de C.V.’s Mexican and Peruvian units, Minera Mexico and Southern Peru Copper Corporation (“SPCC”), has been overwhelmingly approved by shareholders owning more than 90% of SPCC’s stock, consummating its long-held goal of becoming the world’s largest publicly traded copper mining company as measured by reserves. The purchase by SPCC is the second largest M&A transaction ever in Mexico. The international law firm Milbank, Tweed, Hadley & McCloy LLP, led by partners Michael L. Fitzgerald and Roland Hlawaty represented Grupo Mexico and its subsidiary Minera Mexico in negotiating and closing the merger.

Milbank’s Fitzgerald commented, “The overwhelming approval of the shareholders recognizes the synergies of the merger and reflects the significant value created by higher world demand for commodities. The outlook for copper companies is particularly strong and stock prices have risen dramatically due to the strong demand from China in a global market where copper reserves are limited and few new mines are slated to begin operation in the near future.”

About the Transaction:
In a stock-for-stock transaction valued at approximately $4.2 billion, shareholders of Grupo Mexico S.A. de C.V. (“Grupo Mexico”, GMEXICO, BMV: GMEXICO) and its Southern Peru Copper Corporation (“SPCC”, NYSE: PCU and LSE: PSU) subsidiary have approved a merger of operations in the two countries. Under the terms of the agreement, Grupo Mexico transferred its unlisted Minera Mexico unit to Southern Peru Copper Corporation (“SPCC”) effective April 1, 2005. The new SPCC issued 67.2 million new shares, which increases Grupo Mexico’s stake to 75.1% (from 54.2%).

Listed on the New York Stock Exchange, the new SPCC will operate the mining assets of both companies, creating a world-class mining company, with the second largest copper reserves in the world (behind Chile’s state-owned Codelco) and the largest copper reserves of any publicly traded company. Effective on April 1, 2005, the merger combines Mexico’s biggest mines, La Caridad and Cananea in the north of Mexico, and La Caridad refinery with Peru’s Cuajone and Toquepala mines in the southern Andes and the Ilo smelter on the southern coast of Peru. The merger is expected to enhance SPCC’s opportunities for growth and improve the efficiency of its mine production.

The Milbank team representing Grupo Mexico and its subsidiary Minera Mexico was led by partners Michael Fitzgerald, Roland Hlawaty, Bruce Kayle, Larry Lederman, counsel Taisa Markus, and associates Konstantinos Cheliotes and Frank Vivero.

About Milbank:
Active in Latin America for many years, Milbank has played a prominent role in some of the region’s most innovative and complex transactions, from project financings and restructurings to securities offerings and IPOs. Milbank’s Global Securities/M&A/General Corporate Group is renowned for its leadership in sophisticated cross-border transactions and combines both the transactional and regulatory expertise necessary to successfully negotiate and close mergers & acquisitions and other transactions across a wide range of industries.

Recently named Legal Week’s “INTERNATIONAL FIRM OF THE YEAR” for 2004, Milbank has been cited for its role in a number of award winning “first of its kind” transactions in virtually every country on the continent, spanning a number of industry sectors such as power & energy, satellite & telecoms and housing. Recent transactions in Latin America include:

• Grupo Televisa S.A. – Milbank represented CSFB and Citigroup as the initial purchasers in the US$400 million note offering and the dealer managers in the concurrent tender offers by Grupo Televisa, S.A., the largest media company in the Spanish speaking world and a major participant in the international entertainment industry.
  
  

• Petrobras PDET Oil Project: Milbank acted as lead counsel representing the project sponsors and equity investors Mitsubishi Corporation and Marubeni Corporation in the US$910 million financing of the PDET oil transport project in the Campos Basin off Brazil.
  
  

• Gruma, S.A. de C.V. – Milbank represented the issuer Gruma, S.A. de C.V. in the first ever perpetual corporate bond deal. Gruma was named Latin Finance magazine’s “INTERNATIONAL CORPORATE BOND DEAL OF THE YEAR” for 2004.
  
  

• El Cajon Hydro project: Milbank represented the underwriters in the $735 million project financing, the largest deal in Mexico in 2004 and among the largest IPPs ever project financed in Latin America. El Cajon was named Project Finance International’s “LATIN AMERICAN DEAL OF THE YEAR” for 2004.
  
  

• Veladero Mining project: Milbank was involved in the $250 million mine financing, which was the first project financing in Argentina since the economic crisis, the first ECA transaction in Argentina since the crisis, and the first political risk insurance program for Argentina since the crisis. Veladero was named Project Finance International’s “MINING DEAL OF THE YEAR” for 2004.
  
  

• Milbank also played a lead role in the IPOs of homebuilders Desarrollos Homex SA and Urbi Desarrollos Urbanos, the first IPOs out of Mexico in five years.

Milbank, Tweed, Hadley & McCloy LLP is a premier global law firm headquartered in New York, with offices in Washington, D.C., Los Angeles, Palo Alto, London, Frankfurt, Munich, Tokyo, Hong Kong and Singapore. Milbank is a recognized leader in capital markets, corporate finance, project finance, acquisition finance, and other major fields of legal practice. The Firm's practice includes cross-border mergers and acquisitions and global securities transactions as well as assisting multinational clients with their cross border investments. Milbank provides a full range of services to many of the world’s leading financial, industrial and commercial enterprises, as well as governments, institutions and individuals.