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CORNING INCORPORATED AND COSTAR CORPORATION SIGN DEFINITIVE AGREEMENT TO MERGE

 CAMBRIDGE, Mass., July 15 /PRNewswire/ -- Corning Incorporated (NYSE: GLW) and Costar Corporation (NASDAQ: CSTR) announced today that they have signed a definitive agreement to merge in an intended tax-free transaction.
 The merger agreement contains terms previously announced when the parties signed a letter of intent last month, and provides that Costar stockholders would receive $25 in Corning common stock for each of their shares of Costar stock, subject to adjustment if Corning's stock price is below $30.60 or above $35.70. The adjustment would provide Costar stockholders a maximum of 0.817 shares of Corning stock or a maximum value of $27.37 per Costar share. The total value of the transaction at $25 per Costar share is approximately $180 million.
 As previously announced, Corning has entered into a binding agreement with certain Costar stockholders, holding approximately 30 percent of the outstanding shares of Costar stock. These stockholders have agreed to vote in favor of the proposed merger and have granted Corning an option to purchase their shares at $25 per share under certain circumstances.
 Completion of the transaction remains subject to certain conditions, including approval by Costar's stockholders and regulatory clearance. Upon completion of the transaction expected this fall, Costar would function as a wholly owned Corning subsidiary.
 -0- 7/15/93
 /CONTACT: Francis H. Murphy of Costar, 617-868-6200; Stephen L. Albertelli of Corning, 607-974-8357/
 (CSTR GLW)


CO: Costar Corporation; Corning Incorporated ST: Massachusetts, New York IN: MTC SU: TNM

DJ -- NE005 -- 1964 07/15/93 12:36 EDT
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Publication:PR Newswire
Date:Jul 15, 1993
Words:251
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