Applied Power Inc. Recommended Cash Offer to Acquire Rubicon Group PLC -"Rubicon" -.

MILWAUKEE--(BUSINESS WIRE)--Sept. 1, 1998--Applied Power Inc. (NYSE:APW) has announced that the Board of Directors of both APW and Rubicon have agreed to the terms of a recommended cash offer ("Offer") by APW to acquire the entire issued share capital of Rubicon.

The Offer will be made by Goldman Sachs on behalf of a subsidiary of APW. The Offer is 2.35 pounds sterling in cash for each Rubicon common share and .50 pounds sterling in cash for each Rubicon cumulative preference share and values Rubicon's issued share capital at approximately 207 million pounds sterling, or approximately $346 million. Under a Guaranteed Loan Note Alternative, accepting Rubicon shareholders (other than certain non-UK shareholders) will be able to elect to receive loan notes in lieu of some or all of the cash which they would otherwise receive under the Offer. APW has received irrevocable undertakings to accept or procure acceptance of the Offer from the directors of Rubicon and certain of their family members amounting in aggregate to approximately 6.3 million Rubicon shares representing approximately seven percent of Rubicon's issued share capital. The transaction is funded through increased credit facilities from APW's lenders, and will close at the earliest in the beginning of October.

Rubicon is comprised of two business divisions. The Electronic Manufacturing Services ("EMS") division is one of Europe's largest contract manufacturers of complex electronic enclosures and related system sub-assemblies. Operating out of eight facilities, two in Ireland, three in Scotland, two in England and one in Canada, Rubicon has strong customer relationships with NCR, EMC, IBM and Nortel among others. The EMS division is complementary to, and would be integrated with APW's Technical Environments and Enclosures ("TEE") segment. Total sales for the EMS division increased 36% to 132 million pounds sterling or approximately $222 million for the year ended May 31, 1998.

The second division is Rubicon's magnetics business, operating out of facilities in France, England and the United States. The magnetics division is one of Europe's largest providers of bonded magnets, specializing in the design, prototyping, manufacturing, and testing of bonded magnets, using rare earth and ferric magnet materials for applications in the IT, automotive and consumer electronic industries. Sales for the magnetics division grew 12% to 14.1 million pounds sterling, or approximately $24 million for the year ended May 31, 1998 and would be integrated with APW's Engineered Solutions segment.

Commenting on the proposed transaction, Richard G. Sim, Chairman and CEO of Applied Power said, "Rubicon would give us a substantial base in Scotland and Ireland, and along with our existing C-Fab Dublin facility, would enable us to better serve a wide variety of leading US electronic manufacturers, many of whom are already customers of Rubicon or APW. Following the acquisition of Rubicon, we would have one of the most complete electronic enclosure capabilities in the world, not only geographically, but also in our ability to supply backplanes, power supplies, thermal management and the integration of these components and others into the enclosure. A new market which Rubicon has a strong presence in is the Automated Teller Machines. Rubicon manufactures safes, the surrounding enclosure, other component parts and is starting to provide the assembly services of these parts. We believe this is a great long term market to compliment our telecom, server, semiconductor equipment and computer related markets."

Sim continued, "We are particularly pleased that, following the acquisition, Tim Wightman and Nino Allenza, Rubicon's CEO and CFO respectively, will be joining APW with Tim taking the leadership role for our TEE customized electronic enclosures systems business. Tim will report directly to me, as will Phil Burkart who will continue to lead our TEE standard products business which includes Wright Line, Stantron and the VERO enclosure and power supply businesses."

Tim Wightman, CEO of Rubicon commented, "The board of Rubicon has concluded that the most beneficial means for Rubicon to position itself to meet the future challenges and opportunities in serving the needs of OEM customers would be through an amalgamation with a well resourced partner within the electronic manufacturing services industry which has an established presence in the US."

Applied Power Inc., headquartered in Butler, Wisconsin, is a global company comprised of three business segments. Technical Environments and Enclosures provides technical furniture and electrical and electronic enclosure systems. Engineered Solutions supplies components and systems using thermal management, actuation and vibration control technologies to a diverse group of OEM customers. Tools and Supplies provide industrial and electrical tools and accessories through various distributor and retail channels worldwide.

To receive a faxed copy of this or other recent Applied Power communications, please call the Company's "News on Demand" service at 1-800-549-0679.

    CONTACT:  Applied Power Inc.
               Robert C. Arzbaecher, 414/781-6600