Cypress Group to buy AMTROL for $218.9 million.

NEW YORK--(BUSINESS WIRE)--Aug. 29, 1996--AMTROL Inc. (NASDAQ: AMTL) and The Cypress Group announced today the execution of a definitive agreement in which an affiliate of Cypress has agreed to acquire all of the common stock of AMTROL for $218.9 million or $28.25 per share in cash.

AMTROL, based in West Warwick, R.I. is a leading water flow and control company, with 1995 revenues of $172.5 million. The transaction will be structured as a merger between the company and a Cypress affiliate, A.I. Acquisition Inc. The merger, which has received the unanimous approval of AMTROL's Board of Directors, requires shareholder approval and is subject to other customary conditions. The transaction is expected to close in the fourth quarter. Shareholders owning approximately 37.8 percent of the common stock of AMTROL, including members of senior management, have agreed to vote in favor of the transaction.

Following the transaction, Jack Cashman, former chairman and co-CEO of R.P. Scherer Corp., is expected to become the new CEO of the company.

"The acquisition of AMTROL fits perfectly with Cypress' growth oriented investment philosophy," said David P. Spalding, vice chairman of Cypress. "AMTROL has strong brand names, leading market share and has demonstrated exceptional sales and earnings stability. It will serve as an excellent platform for growth."

"We are pleased to have reached an agreement with Cypress which we feel is in the best interests of our stockholders and also provides the Company with a strong partner for its future growth," said Kenneth L. Kirk, chairman of AMTROL. "We believe that this transaction will enable AMTROL to aggressively pursue its strategy of international growth and accelerated new product development."

Going forward, a key part of the company's plan will be to introduce new AMTROL products and to expand the company's brands internationally.

John P. (Jack) Cashman, 55, is an expert in maximizing performance of companies with strong product lines. Most recently he led the international growth strategy of R.P. Scherer, a leader in the development of oral drug delivery systems. Cashman, who joined R.P. Scherer in 1989, worked with the principals of Cypress during R.P. Scherer's leveraged buyout that year. He resigned from the company as chairman and co-chief executive last March.

Before joining R.P. Scherer, Cashman had an extensive career with Johns-Manville, which began in 1964. He served as president of Manville International, president of Manville Canada and senior vice president of Manville Corp.

AMTROL is a leading North American producer and marketer of flow and expansion control technology used in water systems and heating, ventilation and air conditioning products. The company's major products are pressure regulating tanks used in water well and hydronic heating applications. AMTROL also manufacturers returnable and non-returnable containers for refrigerant gases. Products are marketed under the Well-X-Trol, Extrol, Therm-X-Trol and Champion brand names.

The Cypress Group manages a private equity fund which closed in February 1996 with more than $1 billion in commitments. Cypress invests in privately negotiated transactions, targeting established operating businesses and investing with management to foster continued growth. Most recently Cypress purchased a 44 percent stake in Cinemark USA Inc., the fifth largest theater operator in the country. The Cypress Group, based in New York City, is headed by its four partners, James A. Stern, Jeffrey P. Hughes, James L. (Jamie) Singleton and David P. Spalding.

CONTACT: AMTROL Inc.

Stephen J. Carlotti, Vice Chairman

401/274-2000; 401/884-6300

or

Edward J. Cooney, Senior Vice President

401/884-6300

or

The Cypress Group

Principal Communications Inc.

Owen Blicksilver/ Rob Shapiro

212/303-7617