O'Sullivan Shareholders Accept Geon's Tender Offer

8.07.1999, 15:38

Cleveland (PROTEXT) - The Geon Company (NYSE: GON) announcedtoday that as of the expiration of its tender offer on July 7,1999, 86.3 percent of the outstanding shares of O'SullivanCorporation (Amex: OSL) had been tendered for Geon's cash offerof $12.25 per share. In accordance with the terms of the offer,Geon has purchased all of the shares tendered. Geon plans to proceed with the acquisition of 100 percent ofthe outstanding shares by scheduling a special meeting ofO'Sullivan's remaining shareholders for the purpose of approvingthe merger. The remaining shares will be offered $12.25 pershare. Geon anticipates completing the acquisition by mid-August. On June 2, 1999, Geon announced an agreement to acquireO'Sullivan, a leading producer of engineered polymer films forthe automotive and industrial markets. O'Sullivan, which hadsales of $163 million in 1998, has developed particular strengthsin vinyl film products. The company is recognized in its marketsfor technology and quality leadership. "We are very pleased with the response of O'Sullivanshareholders to our offer," said Thomas A. Waltermire, Geonpresident and chief executive officer. "We are convinced thatthis acquisition will establish a new growth platform for Geon,and will be an excellent addition to our network of value-addedpolymer services businesses." Geon announced two weeks ago that the waiting period under theHart Scott Rodino Antitrust Improvements Act of 1976 expired onJune 18, 1999, without a request for additional information fromthe Federal Trade Commission. The merger agreement has beenapproved by the boards of directors of both companies. 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 . Forward-Looking Statement This press release contains statements relating to Geon andO'Sullivan and their industry that are not historical facts, butare "forward-looking statements" subject to certain risks anduncertainties. Many important factors could cause actual resultsto 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 & Investors, Dennis Cocco, Vice President, Corporate &Investor Affairs of The Geon Company (USA) 440-930-1538 CompanyNews On-Call: http://www.prnewswire.com/comp/861869.html or fax,(USA) 800-758-5804, ext. 861869 Web site: http://www.geon.com

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