Oxford Automotive ApS to Combine with Wagon PLC.

PARIS -- Oxford Automotive ApS (OXAU--Bulletin Board) has signed a definitive agreement to combine with Wagon plc (WAGN--LSE). The combination will be accomplished by the exchange of the outstanding Oxford shares for a total of up to 62.15 million Wagon common shares, representing 53.1% of the combined company's fully diluted common stock (assuming the exercise of outstanding Wagon stock options and that Wagon's outstanding convertible preference shares are not converted). Each share of Oxford will be exchanged for 0.072638 shares of Wagon. The combined company would have pro-forma revenues in excess of EUR 1.2 billion from sales of engineered structures, mechanisms and glazing and shading systems to major European automotive OEMs, including Renault, Peugeot SA and Daimler Chrysler. Wilbur L. Ross, Herve Guillaume, Rolf Zimmermann and Sarkis Kalyandjian, current Oxford directors, will join the Board of Directors of the combined company.

Herve Guillaume, CEO of Oxford, said, "The combined company will be one of the largest European manufacturers of engineered structures and will have a broad base of technical skills, equipment and manufacturing locations. Wilbur Ross, the leading shareholder and a director of Oxford, added, "We expect the enlarged group to be among the five largest in the European industry. This transaction is therefore another important step toward the consolidation of the auto supply industry and yet leaves further room for both internal growth and the potential for future acquisitions following integration of the two businesses."

The closing of the transaction is subject to shareholder approvals and other customary conditions. WL Ross & Co., the New York-based private investment firm, and other U.S. institutions owning over 75% of Oxford's stock have already agreed to support the transaction. The combined company's shares will be listed and traded on the London Stock Exchange under the symbol "WAGN."

Wagon's shareholders are expected to vote on the transaction in early April and the transaction is expected to close shortly thereafter, assuming the receipt of regulatory clearances and other customary conditions.

Wagon's financial advisor in the transaction is Close Brothers, and its legal advisors are Allen & Overy. Oxford and W.L. Ross are represented in the transaction by Rothschild, Inc., financial advisor, and Jones Day, legal counsel.

Wagon is simultaneously publishing a prospectus and a shareholder circular relating to the transaction and the convening of Wagon's shareholders' meeting. These documents are also being filed with the London Stock Exchange, posted on Wagon's web page and will be mailed to Oxford shareholders. Oxford shareholders are encouraged to review these materials to obtain a complete understanding of the proposed combination.

Oxford is a supplier to the European automotive industry of modular automotive body structures and mechanisms with strong capabilities in large stampings, welding, coating, fine blanking and mechanisms. Oxford is a Danish private limited company which was formed for the purpose of acting as the holding company for the European assets of Oxford Automotive, Inc. Oxford is registered in Denmark and has its administrative office in France, with nine operating facilities located in France, Germany and Turkey.

This press release and the information contained herein do not constitute an offer of securities for sale in the United States and the securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Wagon does not intend to register the offering of securities referred to herein under the Securities Act.