Barnes Group Inc. Agrees to Acquire Seeger-Orbis.

Business Editors

BRISTOL, Conn.--(BUSINESS WIRE)--Jan. 31, 2002

Barnes Group Inc. (NYSE:B) announced today that it has signed a definitive agreement to acquire substantially all of the manufacturing assets of Seeger-Orbis GmbH& Co. OHG of Germany from TransTechnology Corporation (NYSE:TT). The acquired business will expand both the product offering and geographic scope of Barnes Group's Associated Spring business unit.

The acquisition is expected to close by the end of the first quarter of this year. The purchase price of $20 million will be financed with cash held by Barnes Group Inc. outside the United States.

"With the acquisition of the assets of Seeger-Orbis, Associated Spring will further expand its geographic reach into Europe," said Edmund M. Carpenter, President and Chief Executive Officer, Barnes Group Inc. "The acquisition will add approximately $30 million in annual sales to Associated Spring's operation, and further reinforce our position as a leader in the worldwide engineering and manufacturing of precision springs and stampings."

Seeger-Orbis was the original inventor of the retaining ring and Seeger(R) is the preeminent, universally recognized brand name for high-quality retaining rings. In Europe, Seeger-Orbris is the leading designer and manufacturer of superior quality engineered retaining rings and snap rings.

"By acquiring Seeger-Orbis, Associated Spring will increase its manufacturing capabilities in Europe, and will benefit from the transfer of technology between the two organizations," said Leonard M. Carlucci, President, Associated Spring. "This will facilitate our ability to service customers in both the U.S. and European markets by offering more product solutions and complete assemblies," added Carlucci.

"Barnes Group continues to identify acquisition opportunities that complement our businesses and expand our company, and that will add shareholder value over the long term," Carpenter added.

TransTechnology (www.transtechnology.com), headquartered in Liberty Corner, New Jersey, designs and manufactures aerospace products with over 380 people at its facilities in New Jersey, Connecticut and California. Total aerospace product sales were $81 million in the fiscal year ended March 31, 2001.

Barnes Group Inc. (www.barnesgroupinc.com) is a diversified international manufacturer of precision metal parts and distributor of industrial supplies, serving a wide range of markets and customers. Founded in 1857 and headquartered in Bristol, Connecticut, Barnes Group consists of three businesses with 2000 sales of $740 million: Associated Spring, one of the world's largest manufacturers of precision mechanical and nitrogen gas springs; Barnes Aerospace, a manufacturer and repairer of highly engineered aircraft engine and airframe components and assemblies; and Barnes Distribution, an international distributor of maintenance, repair and operating supplies. Nearly 5,200 dedicated employees at more than 50 locations worldwide contribute to Barnes Group Inc.'s success.

This release may contain certain forward-looking statements as defined in the Public Securities Litigation and Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those contained in the statements. Investors are encouraged to consider these risks and uncertainties as described within the Company's periodic filings with the Securities and Exchange Commission, including the following: the ability of the parties to conclude the agreed transaction, the ability of the Company to integrate newly acquired businesses and to realize acquisition synergies on schedule, changes in market demand for the types of products and services produced and sold by Barnes Group, the Company's success in identifying, and attracting customers in, new markets, the Company's ability to develop new and enhanced products to meet customers' needs timely, changes in worldwide economic and political conditions, interest and foreign exchange rate fluctuations, and regulatory changes.