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THE HENLEY GROUP ANNOUNCES MERGER AGREEMENT

 THE HENLEY GROUP ANNOUNCES MERGER AGREEMENT
 HAMPTON, N.H., March 26 /PRNewswire/ -- The Henley Group, Inc.


(NASDAQ: HENG) and Henley Properties Inc. (NASDAQ: HENP) today signed a merger agreement in connection with the previously announced Henley Group Recapitalization plan. The agreement was approved by special committees of the boards of directors of both companies as well as by the full boards.
 The agreement is subject to approval by shareholders of both companies and to other conditions, including the satisfactory restructuring of the bank debt of Henley Properties and Pneumo Abex Corporation, a wholly owned subsidiary of Henley Group. A joint proxy statement is expected to be mailed to shareholders of Henley Group and Henley Properties in May. Under the recapitalization plan, Henley Group shareholders will receive, for each share of common stock held immediately prior to the merger, $12.07 in cash, $7.50 aggregate principal amount of Henley Properties debentures, and one share of common stock of Abex Inc., a new company that will own Pneumo Abex and certain other assets and liabilities of Henley Group. Henley Group shareholders will receive 100 percent of the capital stock of Abex in the distribution.
 The merger agreement provides that Henley Group shareholders will also receive two shares of Henley Properties Series A convertible preferred stock and one share of Henley Properties Class A common stock for each share of Henley Group common.
 As a result of the merger, Henley Group shareholders will own 77 percent of the merged company on a fully diluted basis. As previously reported, Henley Properties will change its name to The Bolsa Chica Company, and Henley Group will cease to be a public company.
 Henley Group designs and manufactures aerospace and industrial products and has interests in other businesses. Henley Properties is a real estate company with properties principally in Southern California, as well as in New Hampshire, Michigan and Wisconsin.
 -0- 3/26/92
 /CONTACT: Norman Ritter of The Henley Group, 603-929-2322/
 (HENG) (HENP) CO: The Henley Group, Inc.; Henley Properties Inc. ST: New Hampshire IN: ARO SU: MER


TM -- NE005 -- 1929 03/26/92 11:41 EST
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Publication:PR Newswire
Date:Mar 26, 1992
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