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TITAN WHEEL INTERNATIONAL ANNOUNCES DYNEER EXCHANGE AGREEMENT

 QUINCY, Ill., Sept. 21 /PRNewswire/ -- Titan Wheel (NASDAQ-NMS: TWII) announced today that an exchange agreement has been executed by Titan and holders of over 98 percent of Dyneer Corporation's outstanding stock providing for the acquisition of Dyneer by Titan in an exchange transaction for Titan common shares. The acquisition is subject to Titan's shareholder approval, required regulatory filings and certain other conditions.
 Titan had previously announced an agreement in principal to acquire Dyneer for a combination of cash and common stock; in the contemplated exchange transaction Titan consideration will only consist of shares and options for shares of common stock.
 If fully subscribed, Titan would issue at the closing approximately 1.034 million shares and approximately 197,000 options to purchase additional Titan shares. Contingent shares and options "up to an aggregate of approximately 504,000 additional shares and options to purchase approximately 96,000 shares," will be contingently issuable upon future performance of a certain Dyneer operating unit and environmental remediation costs which may be incurred by a subsidiary of Dyneer.
 Dyneer, headquartered in Scottsdale, Ariz., a privately held company, principally manufactures industrial tires, smaller diameter industrial equipment wheels and braking systems, as well as traction- enhancing differential systems, which will complement Titan's larger diameter agricultural and construction machinery wheels. Dyneer sales for calendar year 1992 were approximately $135 million.
 Maurice M. Taylor Jr., president and chief executive officer of Titan, stated that based upon historical sales trends, the acquisition should more than double the current sales of Titan and offer significant growth and earnings opportunities which will enhance its long-term performance.
 Titan Wheel is the leading manufacturer and marketer of steel rims for original equipment manufacturers in the agricultural and off-highway construction equipment markets. Titan Wheel is traded on the NASDAQ National Market under the symbol TWII.
 -0- 9/21/93
 /CONTACT: Michael Panas of Titan Wheel, 217-221-4361/
 (TWII)


CO: Titan Wheel International; Dyneer Corporation ST: Illinois, Arizona IN: AUT SU: TNM

KE -- DE035 -- 4428 09/21/93 18:49 EDT
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Publication:PR Newswire
Date:Sep 21, 1993
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