Celadon Group, Inc. to be Acquired for $259 Million by Its Management and Odyssey Investment Partners.

INDIANAPOLIS--(BUSINESS WIRE)--June 23, 1998--Celadon Group, Inc. (NASDAQ:CLDN), the leading truckload transportation services provider from the United States and Canada to and from Mexico, announced today it has entered into a definitive agreement to be acquired by the management of Celadon and Odyssey Investment Partners for $259 million, and to pursue future growth as a private entity.

Under the terms of the agreement, stockholders of Celadon will receive $20 per share in cash. The total transaction value of approximately $259 million includes assumed debt, as well as retirement of outstanding stock options. The transaction is subject to customary conditions, including a vote of Celadon shareholders, and is expected to close within approximately three months. Following the acquisition, Celadon's senior management team will continue to serve in their present positions.

In announcing the transaction, Stephen Russell, Chairman and Chief Executive Officer of Celadon, said, "The entire Celadon management team is extremely pleased to establish a strong relationship with such a recognized financial partner as Odyssey Investment Partners. The combined industry-leading resources of both Celadon and Odyssey afford us an opportunity to enhance our growth within the trucking industry. At the same time, it allows us to maximize value for our shareholders."

Stephen Berger, Chairman of Odyssey Investment Partners, said, "We've carefully looked at the trucking industry. We are enthusiastic about the truckload sector and Celadon's leadership position in it. We are impressed with Celadon's experienced management team and its significant opportunity for growth as the Company stays focused on the North-South corridor connecting Canada, the United States and Mexico."

Celadon Group, Inc. is a truckload company specializing in the transport of goods to and from Mexico. The Company has approximately 2,100 tractors and 6,100 trailers

Odyssey Investment Partners LLC, headquartered in New York, is a newly formed $680 million fund which has been raised to pursue corporate private equity transactions.

The discussion set forth above as well as oral statements made by officers of the Company relating thereto, may contain forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such comments are based upon information currently available to management and management's perception thereof as of the date of this press release. Actual results of the Company's operations could materially differ from those forward looking statements. Such differences could be caused by a number of factors including, but not limited to, potential adverse affects of regulation; changes in competition and the effects of such changes; increased competition; change in fuel prices; changes in economic, political or regulatory environments; changes in the availability of a stable labor force; ability of the Company to hire drivers meeting Company standards; changes in management strategies; environmental or tax matters; and risks described from time to time in reports filed by the Company with the Securities and Exchange Commission. Readers should take these factors into account in evaluating any such forward looking statements.

This release is available on the KCSA Worldwide website at www.kcsa.com.

    CONTACT:  Celadon Group, Inc., Indianapolis
               Steve Russell/Bob Goldberg
               [phone]/[phone]
                              or
               ODYSSEY           Kekst & Company
               INVESTMENT        Jim Fingeroth/Wendi Kopsick
               PARTNERS:         [phone]
                              or
               KCSA               Joseph A. Mansi/Adam I. Friedman
                                  [phone], ext. 205/215