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Berwind to Acquire Hunt Corporation.


Business Editors

PHILADELPHIA--(BUSINESS WIRE)--Nov. 12, 2002

Hunt Corporation (NYSE NYSE

See: New York Stock Exchange
:HUN) ("HUNT"), manufacturer and marketer of innovative office products, presentation and display solutions and art /framing supplies (brand names: BOSTON(R), X-ACTO(R) and BIENFANG(R)), announced today that it had entered into a definitive agreement for the acquisition of all of the shares of Hunt for $12.50 per share in cash by a wholly-owned subsidiary of The Berwind Company LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
 ("Berwind").

The Boards of Directors of both companies have unanimously approved the transaction.

Located in the Philadelphia area, Berwind is a global privately-owned organization that consists of a diversified diversified (di·verˑ·s  group of operating companies operating company

A business that engages in transactions with outsiders.
 representing 3,500 employees, approximately $1 billion in revenues, real estate investments of approximately $2 billion and funds under management of about $250 million.

Berwind's approach is to give management at its operating companies broad strategic and operating autonomy as well as supporting their efforts through ongoing capital investment.

Bradley P. Johnson, who the parties anticipate will remain as President & Chief Executive Officer of Hunt, stated, "We are elated e·lat·ed  
adj.
Exultantly proud and joyful.



e·lated·ly adv.

e·lat
 that we will be part of the Berwind family of companies as this new relationship will allow us greater opportunity to grow Hunt. Berwind and Hunt look forward to a long relationship."

Under the terms of the definitive agreement, a wholly-owned subsidiary of Berwind will commence a cash tender offer to acquire all of Hunt's outstanding shares at a price of $12.50 per share. Following successful completion of the tender offer, any remaining outstanding shares of stock of Hunt will be acquired in a cash merger at the same price.

The consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like.
     2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished.
 of the transaction is subject to customary conditions including that at least a majority of the fully diluted di·lute  
tr.v. di·lut·ed, di·lut·ing, di·lutes
1. To make thinner or less concentrated by adding a liquid such as water.

2. To lessen the force, strength, purity, or brilliance of, especially by admixture.
 shares are tendered in the tender offer, and the expiration EXPIRATION. Cessation; end. As, the expiration of, a lease, of a contract, or statute.
     2. In general, the expiration of a contract puts an end to all the engagements of the parties, except to those which arise from the non- fulfillment of obligations created
 or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act. The HSR Act was signed into law by President Gerald R.  of 1976.

Certain shareholders of Hunt holding in the aggregate stock representing approximately 35% of the total outstanding shares of Hunt on a fully diluted basis have entered into a definitive agreement with Berwind under which they have agreed to tender their shares into the offer.

This announcement is neither an offer to purchase nor a solicitation solicitation

In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual
 of an offer to sell securities. The tender offer for the outstanding shares of Hunt common stock described in this announcement has not yet commenced.

At the time the offer is commenced, Berwind's subsidiary will file a tender offer statement with the SEC, and Hunt will file a solicitation/recommendation statement with respect to the offer.

Hunt's investors and security holders are urged to read each of the tender offer statement and the solicitation/recommendation statement referenced in this press release when it becomes available because it will contain important information about the transaction.

J.P. Morgan Securities Inc. advised Hunt in this transaction.

Caution Concerning Forward-Looking Statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
 Act of 1995.

These forward-looking statements are found in various places throughout this press release and include, without limitation, statements concerning the results of operations and businesses of Hunt and, assuming the consummation of the transaction, the acquisition of Hunt by Berwind, as well as the expected timing and conditions to closing of the transaction.

While these forward-looking statements represent our judgments and future expectations concerning the development of the business and the timing and consummation of the transaction, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from our expectations.

More detailed information about those factors is set forth in filings to be made by Hunt and Berwind with the SEC. Neither Hunt nor Berwind is under any obligation to (and expressly disclaims any such obligations to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

Where You Can Find Additional Information:

Investors and security holders may obtain a free copy of the tender offer statement and the solicitation/recommendation statement when it is available and other documents filed by Hunt and Berwind with the SEC at the SEC's web site at www.sec.gov.

The tender offer statement and the solicitation recommendation statement and these other documents may also be obtained free from Hunt, Berwind or the information agent.

Hunt Corporation, with operations in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  and Canada, is an internationally recognized manufacturer and marketer of innovative office products and presentation and display solutions for business, education and consumer markets. Among the Company's well-known product brand names are X-ACTO(R), BOSTON(R) and BIENFANG(R).

www.hunt-corp.com

www.berwind.com
COPYRIGHT 2002 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2002, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Nov 12, 2002
Words:768
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