Press Release

Milbank Represents Citigroup as Lead Manager in the Global Equity Offering of Empresas ICA, S.A. de C.V

ICA Issues Ps. 2.4Billion (US$230 Million) of Shares

NEW YORK, NY, August 23, 2005 – Reflecting the upturn in the Mexican economy generally and favorable conditions for infrastructure development and construction in Mexico, Empresas ICA, S.A. de C.V., Mexico’s largest engineering, procurement and construction company, has issued US$230 million of common shares in a public offering in Mexico and in a private offering to institutions in the United States. The stock, sold internationally, was represented by ordinary participation certificates, each representing one common share.

The transaction is the second largest international equity offering out of Mexico in 2005. The international law firm Milbank, Tweed, Hadley & McCloy LLP, led by partner Michael Fitzgerald, represented the lead manager Citigroup and co manager Merrill Lynch & Co. in connection with the offering of the securities.

Milbank’s Fitzgerald noted, “By utilizing the non 144A private offering exemption, ICA was able to access the international capital markets in an efficient and timely manner, significantly expanding the investor base tapped in this offering. Since the shares offered were fungible with a class of publicly traded stock, ICA was unable to rely on Rule 144A, the SEC exemption most companies rely on for these kinds of offerings. The shares offered internationally were underwritten by the initial purchasers and then sold under Regulation S outside the United States and pursuant to private placement exemptions within the United States, the first such global offering out of Mexico done in reliance on exemptions other than Rule 144A, eliminating the need for SEC registration. Other Mexican issuers with shares listed on securities exchanges in the United States may find the structure of interest as a means of accessing U.S. investors.”

The Milbank team representing Merrill Lynch & Co., was led by partner Michael Fitzgerald, with counsel Taisa Markus, associate Hieu Pham and foreign associate Fernando Manzini. Tax advice was provided by partner Bruce Kayle and associate Stacey Mesler.

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.

Milbank’s Global Securities group has been involved in a number of “first of its kind” transactions in Latin America. In addition to the ICA offering, recent transactions include: 

• Representing Southern Peru Copper Corporation (“SPCC”) in its US$800 million 144A international debt offering, one of the largest inaugural debt offerings by a Latin American company in recent years.

• Representing SPCC in its $947 million SEC registered secondary stock offering, the largest equity offering by a Latin American company within the past five years.
  
  

• Representing Grupo Mexico and its subsidiary Minera Mexico in the merger of its Mexican and Peruvian operations to turn SPCC into the world’s number 2 copper company by reserves and market capitalization.
  
  

• Representing the initial purchasers in the first ever offerings of “Tier 1” capital in Brazil by Unibanco – Uniao de Bancos Brasileiros S.A. and Banco Bradesco and representing Gruma, S.A. de C.V. in the first ever offering of perpetual securities by a corporate issuer in Latin America.
  

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. Recently named Legal Week’s “INTERNATIONAL FIRM OF THE YEAR” for 2004, 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.