Geon Establishes New Growth Platform with Acquisition

of O'Sullivan Corporation Cleveland, and Winchester, Va. (ots-PRNewswire) - The GeonCompany (NYSE: GON) and O'Sullivan Corporation (Amex: OSL)jointly announced today an agreement by Geon to acquireO'Sullivan, a leading producer of engineered polymer films forthe automotive and industrial markets. The two companies havesigned a definitive merger agreement under which Geon willcommence a cash tender offer to acquire all of the outstandingshares of O'Sullivan for $12.25 per share. The merger agreementhas been unanimously approved by the boards of directors of bothcompanies. In addition, members of the Bryant family who controlmore than 26 percent of the O'Sullivan shares have committedthemselves to tender their shares to Geon as contemplated by thedefinitive agreement. The tender offer of $12.25 in cash for each O'Sullivan sharerepresents a total transaction value of approximately $191million. The objective of both companies is to complete theacquisition of shares by Geon by the middle of July. The tenderoffer is subject to normal regulatory review and satisfaction ofcustomary closing conditions, including the acquisition by Geonof at least 70 percent of the outstanding O'Sullivan stock. Thetender offer is not conditioned upon financing. Geon plans to fund the purchase initially through existinglines of credit and available cash. Geon expects this acquisitionto be immediately accretive to earnings by approximately $0.20per share annually, before synergies and after goodwill.O'Sullivan's cash balance of approximately $30 million will beused to reduce the cost of the transaction. O'Sullivan, with 1998 sales totaling $163 million, hasdeveloped particular strength in vinyl film products and isrecognized as the technology and quality leader in the markets itserves. "Our strategy is to become the leader in the value-addedpolymer services and technology industry," said Thomas A.Waltermire, Geon president and chief executive officer."Acquiring O'Sullivan marks a milestone in positioning Geon as akey player in the engineered film market and establishes a newgrowth platform for us. The combination will create earningsleverage through raw material, operating, and sales and marketingsynergies." Geon projects revenues in excess of $1 billion in 1999, beforeacquisitions, and is committed to doubling its size during thenext two years through a combination of organic growth andacquisition. "We have made it quite clear that we intend to create a multi-billion- dollar, closely linked network of performance polymerbusinesses," Waltermire said. "O'Sullivan is an excellent fitwith Geon's recently acquired Burlington, New Jersey, calenderedfilm business. The two businesses, which serve complementarymarkets, together will rank as the North American leader invalue-added, flexible vinyl films. Combining O'Sullivan'sstrengths in film technology with Geon's strengths in polymercompounding and operations will create a stronger company withenhanced value and growth opportunities." The agreement by O'Sullivan Corporation to enter into thetransaction with Geon is the culmination of a detailed process,started by O'Sullivan's board of directors in August 1998, toexplore the full range of strategic alternatives to enhanceshareholder value. An independent financial advisor providedO'Sullivan's board with a fairness opinion in conjunction withthe transaction. "O'Sullivan's board believes that the transaction is in thebest interest of its stockholders, as it provides them with anattractive value and immediate liquidity for their shares, whilepositioning our company with a strong base for future growth,"said J. Shep Campbell, O'Sullivan president and chief executiveofficer. "Geon has been one of our most valued raw materialsuppliers over the years. Its technology has enabled us toprovide our customers world-class products for their markets.Combining Geon's and O'Sullivan's technical and operatingstrengths will create unique opportunities that will benefit ourcustomers." Headquartered in Winchester, Virginia, O'Sullivan hasapproximately 940 employees and four manufacturing sites, locatedin Lebanon, Pennsylvania; Newton Upper Falls, Massachusetts;Winchester; and Yerington, Nevada. O'Sullivan has averaged 9.3 percent operating income to salesin the three-year period from 1996 through 1998. The company hadsales of $163.2 million and net income of $11.6 million in 1998.Last month, O'Sullivan reported first-quarter net sales of $42.9million and net income of $3.1 million. Calendering, the heart of O'Sullivan's business, is theprocess for creating thin-gauge films. O'Sullivan uses thecalendering process in conjunction with painting and laminatingto provide premium-quality sheeting that covers dashboards anddoor panels on many of today's best-selling passenger cars, lighttrucks, sport utility vehicles and minivans. O'Sullivan ranks asNorth America's leading supplier to the automotive industry ofsingle-ply vinyl sheeting for vacuum-formed instrument panels.Customers include Ford, Chrysler, General Motors, Honda, Toyota,Mazda and Saturn. In the industrial and consumer segments, O'Sullivan serves awide range of markets including stationery/office products, homefurnishings, geomembrane, medical bags and pouches, pool liners,vinyl flooring and many others. The Geon Company is a leading North American-based polymerservices and technology company with operations in vinylcompounds, specialty vinyl resins and formulations and othervalue-added products and services. Headquartered in Avon Lake,Ohio, The Geon Company and its subsidiaries employ nearly 2,000people and have 19 manufacturing plants in the United States,Canada, England and Australia, and joint ventures in the UnitedStates, Canada, England, Australia and Singapore. Information onthe Company's products and services, as well as news releases,EDGAR filings, Form 10-K, 10-Q, etc. is available on the Internetat http://www.geon.com . Private Securities Litigation Reform Act of 1995 This press release contains statements concerning certaintrends and other forward-looking information affecting orrelating to Geon and O'Sullivan and their industry that areintended to qualify for the protections afforded "forward-lookingstatements" under the Private Securities Litigation Reform Act of1995. There are many important factors that could cause actualresults to differ materially from those in the forward-lookingstatements. Many of these important factors are outside thecontrol of Geon and O'Sullivan. Changes in market conditions,including competitive factors, and changes in governmentregulations, could cause actual results to differ materially fromthe expectations of Geon and O'Sullivan. No assurance can beprovided as to any future financial results. Among thepotentially negative factors that could cause actual results todiffer materially from those in the forward- looking statementsare (a) unanticipated costs or difficulties and delays related tocompletion of the proposed transaction, and (b) inability tocomplete the proposed transaction. ots Original Text Service:The Geon Company Internet: http://www.newsaktuell.de Contact:Media & Investor Contact: Dennis Cocco, Vice President Corporate& Investor Affairs of The Geon Company (USA) 440-930-1538; orBryant Nickerson Treasurer, CFO and Secretary of O'SullivanCorporation (USA) 540-667-6666 Web site: http://www.geon.com

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