Cyprus Amax and ASARCO Boards Reject Phelps Dodge Exchange Offers / Urge Shareholders to Vote for ASARCO Cyprus Merger on September 30

(NYSE: CYM) and ASARCO Incorporated (NYSE: AR) today announcedthat their respective Boards of Directors unanimously rejectedPhelps Dodge's exchange offers to their shareholders asinadequate and not in the best interests of their shareholders.The Boards also unanimously recommended that their shareholdersreject the exchange offers and not tender their shares, andunanimously reaffirmed that the terms of the Asarco Cyprusbusiness combination are fair to, and in the best interests of,their shareholders. In their recommendations to their shareholders, the CyprusAmax and Asarco Boards cited, among other things: -- The advantages to the shareholders of becomingshareholders in Asarco Cyprus, including, that they retain 100%of the $275 million of annual savings created by the combination. -- The Phelps Dodge exchange offers are inadequate and failto compensate Cyprus Amax and Asarco shareholders for theirrelative contribution to a three-way combination with PhelpsDodge. -- The opinion, rendered on September 8, 1999, of theirrespective financial advisors that the consideration offered tothe shareholders is inadequate to such holders from a financialpoint of view. -- The special $5.00 per share cash payment to thestockholders of Asarco Cyprus immediately following thecombination provides them with immediate and significant value. -- A three-way combination raises substantial issues underthe antitrust laws. The Boards noted that the Phelps Dodgeexchange offers are conditioned on the expiration of the Hart-Scott antitrust waiting period but Phelps Dodge has not evenfiled the required notification yet. In contrast, the applicablewaiting period for the Asarco Cyprus combination has alreadyexpired. -- The highly conditional nature of the Phelps Dodge exchangeoffers, including with respect to antitrust regulatory approvaland Phelps Dodge's own stockholder approval which is not beingsought until after the Cyprus Amax and Asarco September 30shareholder meeting date. Accordingly, each Board recommends to its shareholders thatthey do not tender their shares to Phelps Dodge and stronglyurges them to vote in favor of the Asarco Cyprus combination onSeptember 30. Milton H. Ward, Chairman, President and Chief ExecutiveOfficer of Cyprus Amax and Francis R. McAllister, Chairman andChief Executive Officer of Asarco, speaking together said, "It isabsolutely clear from Phelps Dodge's actions over the course ofthe last few weeks that it is trying to coerce Cyprus Amax andAsarco shareholders into a situation that is not in their bestinterests. First, Phelps Dodge's opportunistic and inadequateexchange offers do not give our shareholders their fair ownershipinterest in the combined entity. Second, a three-way combinationwith Phelps Dodge raises substantial antitrust issues that PhelpsDodge has not yet begun to address. Third, Phelps Dodge has neveroffered any persuasive reason why it would walk away if ourshareholders approve our two-way combination, if in fact PhelpsDodge is sincere in wanting to merge with both companies." Messrs. Ward and McAllister went on to say that "The Boards ofCyprus Amax and Asarco are committed to achieving the best valuefor their shareholders and will not sacrifice their shareholders'interest for Phelps Dodge's own agenda, which is to maximizevalue for Phelps Dodge and its shareholders. It is for thisreason that we strongly recommend shareholders vote for theAsarco Cyprus transaction on September 30." Cyprus Amax and Asarco also announced today that they wereeach filing with the Securities and Exchange Commission, and willmail to their shareholders, a Solicitation/RecommendationStatement on Schedule 14D-9 setting forth the Board's formalrecommendation with respect to the Phelps Dodge exchange offerand the reasons for the recommendation. Additional informationwith respect to each Board's decision to recommend thatshareholders reject the Phelps Dodge offer is contained in theSchedule 14D-9. Actual results may vary materially from any forward-lookingstatement the companies make. Refer to the cautionary statementrisk factors contained in Cyprus Amax's and Asarco's 1998 Form10-K's. ots Original Text Service: Cyprus Amax Minerals CompanyInternet: http://www.newsaktuell.de Contact: Gerald J. Malys,(USA) 303-643-5060, or John Taraba, (USA) 303-643-5244, both ofCyprus Amax Minerals Company; or Jerry W. Cooper, (USA) 212-510-1810, or Donald M. Noyes, (USA) 212-510-1813, both of ASARCOIncorporated Company News On-Call:http://www.prnewswire.com/comp/224250.html or Fax: (USA) 800-758-5804, ext. 224250 Web site: http://www.cyprusamax.com

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