AEP Industries announces board approval of cash tender offer for up to 1,083,000 shares at $22.75 net per share.

SOUTH HACKENSACK, N.J.--(BUSINESS WIRE)--Aug. 3, 1995--AEP Industries Inc. announced today that its board of directors has approved a cash tender offer to purchase up to 1,083,000 shares of the company's common stock at a per share price of $22.75 in cash.

The offer is expected to commence on or about Thursday, Aug. 10, 1995. The closing bid price for the company's common stock on Aug. 2, 1995 was $20.75 per share.

The tender offer will not be conditioned upon any minimum number of shares being tendered. The offer will be, however, subject to certain customary conditions described in offering materials to be distributed to stockholders.

Neither the company nor its board of directors makes any recommendation as to whether any stockholder should participate in the offer.

Historically, the company has maintained relatively low debt levels, leaving the company under-leveraged. The board of directors believes that the interests of stockholders will be served by utilizing the company's excess borrowing capacity to afford stockholders an opportunity to sell a significant portion of their shares to the company.

The company also announced that yesterday the company purchased from J. Brendan Barba, the chairman of the board, president and chief executive officer of the company, an aggregate of 1,550,000 shares of the company's common stock for a cash purchase price of $21.04 per share.

In connection with such transaction, the company's board of directors received an opinion from its financial advisor, Bear, Stearns & Co. Inc. to the effect that, based upon the procedures followed, factors considered, and assumptions made by Bear Stearns as set forth in its opinion, the purchase of the shares from Barba by the company pursuant to the stock purchase agreement is fair, from a financial point of view, to the stockholders of the company, other than Barba and his affiliates.

Barba has agreed that none of the shares beneficially owned by him or any of his affiliates or over which he otherwise exercises dispositive power will be tendered and sold to the company pursuant to the tender offer. The company has been informed by its directors and officers that they do not intend to tender shares owned by them pursuant to the offer.

The company is entering into a $140 million loan facility with The Chase Manhattan Bank (National Association) and Mellon Bank, N.A. to provide the company with funds to effect purchases pursuant to the tender offer, to refinance certain existing debt and to meet the future needs of the company's business.

Bear, Stearns & Co. Inc. will act as dealer manager for the tender offer and The Chase Manhattan Bank, N.A. will act as the depositary.

AEP Industries manufactures and markets low density polyethylene plastic film products throughout the United States and in a limited number of foreign countries. Shares of the company's common stock are traded on The Nasdaq Stock Market's National Market under the symbol "AEPI."

CONTACT: AEP Industries Inc., South Hackensack

Barbara L. Brown, 201/807-2301