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BELDING HEMINWAY COMPANY, INC. ENTERS INTO A MERGER AGREEMENT WITH NOEL GROUP, INC.

 NEW YORK, June 16 /PRNewswire/ -- Belding Heminway Company, Inc. (NYSE: BHY) and Noel Group, Inc. (NASDAQ: NOEL) announced today that they have entered into a definitive agreement with respect to a merger between Belding and a wholly owned subsidiary of Noel pursuant to which shareholders of Belding would receive $30.25 per share in cash or approximately $59,200,000 for the approximately 1,950,000 shares outstanding. Under the terms of the agreement, the subsidiary of Noel will promptly commence a tender offer for all outstanding shares of Belding common stock at a price of $30.25 per share, net in cash.
 The board of directors of Belding Heminway Company, Inc. has approved the merger agreement including the tender offer and recommends that shareholders of Belding tender their shares pursuant to the offer. Certain members of the Hausman family, who have been associated with the company for many years, have agreed to tender approximately 20 percent of the company's outstanding common stock.
 The tender offer will be subject to certain conditions, including the tender of a majority of the outstanding shares of Belding on a fully diluted basis and receipt of the necessary financing by Noel. Noel has received a financing commitment for an account, which, together with Noel's working capital, will be sufficient to complete the tender offer.
 Belding Heminway Company, Inc., which had revenues of approximately $141,600,000 in 1992, is a leading producer of high-technology threads and specialty fabrics and a leading marketer of a diversified line of consumer products. Belding Heminway Company, Inc. also has investments in entities owning real estate and a cellular telephone license.
 Noel Group conducts its operations through small and medium-sized operating companies, and its holdings include three private and two public operating companies in the fields of industrial hardware distribution (Curtis Industries, Inc.), snack and confectionery foods (Lincoln Foods Inc.), optical sporting goods (Simmons Outdoor Corporation), mushroom spawn and mushroom production (Sylvan Foods Holdings, Inc. /NASDAQ: SYLN/) and diversified services (TDX Corporation /NASDAQ: TDXC/).
 -0- 6/16/93
 /CONTACT: Richard Hausman of Belding Heminway Company, Inc., 212-556-4700, or Don Dwight of Noel Group, Inc., 203-661-8480/
 (BHY NOEL)


CO: Belding Heminway Company, Inc.; Noel Group, Inc. ST: New York IN: TEX SU: TNM

CK-PS -- NY024 -- 2544 06/16/93 10:45 EDT
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Publication:PR Newswire
Date:Jun 16, 1993
Words:382
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