Biscayne Apparel to acquire M&L International Inc., a leading manufacturer of infants', toddlers' and children's outerwear and sportswear.

CLIFTON, N.J.--(BUSINESS WIRE)--Nov. 2, 1994--Biscayne Apparel Inc. (ASE:BHA) Wednesday announced that it has entered into a definitive agreement to acquire M&L International Inc., a Chicago-based designer, manufacturer, and marketer of infants', toddlers', and children's outerwear, sportswear and swimwear.

Biscayne will pay $2.5 million in cash and issue 1,667,000 shares of its common stock in connection with the acquisition. Biscayne's total issued and outstanding shares of common stock will be approximately 10.2 million common shares after the acquisition.

Simultaneous with the closing, Biscayne will retire approximately $2.1 million of M&L's $3.6 million in subordinated debt. The cash portion of the consideration will be provided by a bridge loan from affiliates of Trivest Inc. and the selling shareholders.

Biscayne intends to refinance the bridge notes in early 1995 with proceeds from a new banking agreement. The acquisition, which is subject to certain conditions, is scheduled to close in the next few weeks.

M&L markets its outerwear products under the Weather Tamer brand name, which it owns, and the OshKosh B'Gosh brand name, which it licenses. M&L's sportswear and swimwear products are marketed under its Eclipse name brand. M&L has showrooms in Chicago, New York, Atlanta and Los Angeles and has operations in the Philippines, Hong Kong and Bangladesh. M&L's net sales volume will approximate $47 million in 1994.

John E. Pollack, Biscayne's president, stated: "We are extremely pleased to be adding a recognized leader in outerwear and sportswear to our existing companies, Andy Johns, Mackintosh of New England, and Varon.

"We believe that the M&L acquisition reflects the realization of our stated corporate strategy to pursue business opportunities, which will complement our existing organization and ultimately provide for enhanced shareholder value. With the addition of M&L, our combined sales should exceed $115 million in 1995.

"M&L's outerwear business is seasonal, as is Biscayne's outerwear business, with significantly higher revenues in the third quarter. The addition of M&L's operations is expected to positively contribute to Biscayne's 1995 earnings per share, however, its seasonality will adversely impact earnings for the first half of 1995.

"This acquisition will result in Biscayne being one of the most significant suppliers of children's, junior, and women's outerwear in the United States. The consolidation of these companies should also provide for operational efficiencies in sourcing, production and quality control. We are delighted to have this fine organization as part of the growing Biscayne Apparel family of companies."

Biscayne Apparel Inc. is a diversified manufacturer, importer and exporter of apparel. Andy Johns Fashions International designs, imports and distributes women's and children's outerwear. Mackintosh of New England manufactures and imports women's wool coats and outerwear, and Varon manufactures girls' underwear and daywear. Biscayne owns a minority interest in Hartwell Sports Inc., which manufactures casual jackets, knit shirts and activewear.

CONTACT: Biscayne Apparel Inc., Clifton

Peter Vandenberg Jr., 201/473-3240