HEICO Corp. Agrees to Acquire Global Aviation Company, Largest Acquisition in Firm's History.

MIAMI--(BUSINESS WIRE)--June 1, 1998--HEICO Corporation (ASE:HEI and HEI.A), a leading U.S. jet engine aviation parts manufacturer and supplier of other aircraft products, announced today that it has reached agreement to acquire control of a French company -- Teleflex-Lionel-Dupont (Paris Stock Exchange: TELD.PA) -- that makes niche aeronautical products and ground support equipment (GSE) for commercial and military aircraft worldwide.

The agreement was reached with certain shareholders of Paris-based TLD and certain shareholders of Compagnie de Gestion Industrielle et Financiere (GIFI), which owns approximately 42 percent of TLD's outstanding shares. They will exchange their stock for shares of HEICO's Class A common stock. The transactions are subject to certain U.S. and French regulatory a by July 31, 1998.

Laurans A. Mendelson, Hround support equipment. "Combined with TLD's existing ground support operations, we will be able to offer the broadest range of ground support equipment and service anywhere on the face of the earth," Mendelson said.

TLD, also a leading maker of niche aeronautical components, maintains manufacturing facilities in Tours, St. Lin, Montpellier and Rungis, France; Hartford, Conn.; Los Angeles; Taiwan, and Shanghai. It also has sales and service operations in New York, Miami, Hong Kong and Singapore. HEICO's ground service equipment operations are managed on a worldwide basis from its manufacturing facility in Palmetto, Fla.

Under terms of the agreements, HEICO will acquire a controlling interest in GIFI and a direct interest of approximately 12 percent of TLD, giving HEICO effective voting control of TLD.

In a second step, following the successful acquisition of such interests, HEICO will launch a public offer to acquire the shares held by TLD's minority shareholders.

When both steps are completed, shareholders of TLD and GIFI shareholders will receive some 2,250,000 shares of HEICO's Class A common stock, valued at approximately $63 million, based on its closing price in trading Friday on thets.

In the year ended Dec. 31, 1997, TLD reported operating revenues of approximately $146 million (878 million French Francs) and net income of $3.4 million (20.2 million French Francs). HEICO believes the transaction would have been accretive to its earnings per share on a pro-forma basis in fiscal 1997.

HEICO posted revenues of more than $64 million (384 million French Francs) and net income of just over $7 million (42.1 million French Francs) in the fiscal year ended Oct. 31, 1997. In the first six months of the current fiscal year, revenues reached a record $42.5 million (254.7 million French Francs). Earnings were at an all-time high of $4.7 million (28.3 million French Francs).

TLD's customers include many of the world' s largest airlines, airports, aircraft ground service providers and original equipment manufacturers (OEM) worldwide, including Aerospatiale, British Aerospace, Boeing, Dassault Aviation, Daimler Benz's Aerospace business, Eurocopter and Snecma.

Mendelson said HEICO expects to achieve substantial operating advantages, including reduced costs, and marketing and engineering benefits, from increased cooperation between HEICO's subsidiaries and TLD's operating businesses.

Following the acquisition, it is planned that TLD will operate as part of the HEICO Aviation Products Corp. subsidiary, which currently operates HEICO's GSE business.

Mendelson said one of HEICO's objectives is to add TLD's GSE Group's marketing, engineering and customer service organizations to HEICO's already substantial GSE operations. "We will continue to offer long-term service and support of equipment previously produced by both TLD and HEICO's businesses," he said.

He also noted that while HEICO believes it is the market leader for certain aircraft and GSE products, TLD is a market leader in additional GSE and other aircraft products.

"We make an excellent fit because of so many common synergies," he said. "HEICO anticipates the combined GSE operations will offer enhanced customer service, replacement parts and maintenance services to both companies' customers worldwide. We expect this to provide us with a truly unique competitive advantage in serving airlines, airports and ground service companies that are beginning to require 24-hour, worldwide customer service."

Mendelson added: "We will, however, remain extremely cost competitive in every phase of our various operations."

HEICO Corporation is a rapidly-growing company operating in certain niche segments of the aerospace, aviation and defense industries through its HoIIywood, Fla.-based HEICO Aerospace Holdings Corp. subsidiary (which is 20 percent owned by the Lufthansa Technik AG subsidiary of Lufthansa German airline) and through its Miami-based HEICO Aviation Products Corp. subsidiary. HEICO's customers include a majority of the world's airlines and airmotives as well as numerous defense contractors and military agencies worldwide, including the United States Air Force, Navy and NASA.

Certain matters discussed in this press release include forward-looking statements which involve risks and uncertainties. The Company's actual experience may differ materially from that discussed as a result of factors, including, but not limited to, the Company's ability to achieve operating synergies from this and other acquisitions, lower commercial air travel, product specification costs and requirements, governmental and regulatory demands, competition on military programs, product pricing levels, economic conditions within and outside of the aerospace, aviation and defense industries and the market prices of HEICO's and TLD's shares. Parties receiving this material are encouraged to review all filings of the Company with the Securities and Exchange Commission, including, but not limited to, filings on Forms 10-K, Forms 10-Q and Forms 8-K. For more information concerning HEICO, please see our World Wide Web site at: http://www.stockprofile.com/hei/ -0-

NOTE: Conversion rate of U.S.$1= 6 French Francs utilized for all currency translations contained herein.

    CONTACT:  Larry Birger/John P. David    Thomas S. Irwin
               Weber/RBB                     HEICO, 954-987-4000
               305-448-7450                  Victor Mendelson
                                             HEICO, 305-374-1745