Chloride Group PLC To Acquire ONEAC Corporation.

LONDON and LIBERTYVILLE, Ill.--(BUSINESS WIRE)--Nov. 25, 1998--Chloride Group, the international electronics manufacturer, has announced, together with its interim results, that it has entered into an agreement to acquire ONEAC Corporation, a leading U.S. uninterruptible power supplies ("UPS"), power conditioning and telecommunication line protection company. On completion of the acquisition, ONEAC will be integrated into Chloride's Power Protection Systems Division.

The consideration is $30 million, payable in cash on completion plus an additional cash payment of up to $5 million depending on ONEAC's earnings for the year to November 30, 1999. The acquisition is expected to enhance Chloride's earnings per share. The transaction, which is conditional on clearance under US competition legislation and on approval by ONEAC's shareholders, is expected to be completed by the end of January 1999.

Commenting on the proposed acquisition of ONEAC, Keith Hodgkinson, Chloride's Chief Executive, said, "ONEAC provides an excellent platform from which to further exploit the opportunities in the U.S. power protection market. ONEAC has developed its business into high-growth market segments by delivering high-quality, reliable solutions to its impressive blue chip customer base. Moreover, the complementary nature of its operations to our existing UPS business provides good opportunities to accelerate the development of both businesses as they are brought together."

Theodore Antonitis, who will continue as ONEAC's President and become the Chairman of the Board for ONEAC Corporation, said, "The merger will significantly expand ONEAC's technological resource base, which is the cornerstone of ONEAC's customer- and application-specific way of doing business. Additionally, the merger will lead to more products sooner than otherwise possible. This will benefit our customers and ONEAC's sales force, as well as sales channel partners who have dedicated themselves to customer satisfaction."

The proposed acquisition will bring the following benefits to both companies:

-- A strong platform for Chloride to access the important and high

growth U.S. power protection market;

-- The establishment, through the combining of product capabilities,

of one of the broadest UPS offerings in the industry,

facilitating the delivery of total power protection solutions to

the end user;

-- The opportunity to substitute Chloride UPS products for those

which ONEAC's customers currently source from other suppliers;

-- For Chloride, entry into the complementary market of power

conditioning and telecommunication line protection products;

-- The opportunity to market ONEAC's product range internationally

through Chloride's established worldwide distribution network;

-- The opportunity to develop ONEAC's service business, through the

marketing of Chloride's after-sales service and remote monitoring 

system.

Headquartered in London, Chloride Group PLC is an international electronics manufacturer operating primarily in the power protection and safety system markets. The strengths of these businesses derive from the application of innovative technologies, strong positions in growth markets and the continued achievement of ever-higher standards of quality and customer service.

ONEAC manufactures and supplies a range of UPS, power conditioning and telecommunication line protector products for critical applications primarily in the rapidly growing areas of telecommunications, retail, biomedical systems and industrial process controls. The business has approximately 200 employees in the U.S. and a further 20 in an UK subsidiary.