Essef Corp. Announces Completion of Pentair Inc.'s Due Diligence, Reduction in the Cash Price and Regulatory Clearance in Connection With the Pentair Merger.

CHARDON, Ohio--(BUSINESS WIRE)--June 23, 1999--

Essef Corp. (Nasdaq:ESSF) today announced that in connection with its planned merger with Pentair Inc. (NYSE:PNR), Pentair has completed its due diligence and has asserted an environmental claim under the Merger Agreement which will result in a downward price adjustment of 12 cents per share. Accordingly, the cash price for the merger will be adjusted to $18.97 per share from $19.09. The distribution of 0.25 shares of Essef's Anthony & Sylvan Pools Corp. subsidiary for each Essef common share held remains unchanged.

Essef also announced that it has received regulatory clearance to complete the transaction under the Hart-Scott-Rodino Act. Essef anticipates that it will mail proxy materials to shareholders of record as of June 14, 1999 for a shareholder meeting on August 6, 1999. Assuming shareholder approval is obtained, the merger and Anthony & Sylvan distribution are expected to be completed promptly following the shareholder meeting.

This press release contains statements that are forward-looking, as that term is defined by the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission in its rules, regulations, and releases. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. All forward-looking statements are based on current expectations regarding important risk factors, including but not limited to: global economic, consumer spending and market conditions; the unpredictability of the stock markets; the inherent risks in closing merger transactions; and events that may impact the availability of bank financing. Accordingly, actual results may differ from those expressed in the forward-looking statements, and the making of such statements should not be regarded as a representation by the Company or any other person that results expressed therein will be achieved.