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CORNING INCORPORATED TO ACQUIRE COSTAR CORPORATION

 CAMBRIDGE, Mass., June 23 /PRNewswire/ -- Corning Incorporated (NYSE: GLW) and Costar Corporation (NASDAQ: CSTR) announced today that they have agreed to basic terms of merger in an intended tax-free transaction. The Letter of Intent signed today provides that Costar shareholders 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.
 Corning said that a binding agreement had been reached 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.
 The transaction is subject to negotiation of a definitive merger agreement, approval by each company's Board of Directors and Costar's stockholders, and regulatory clearance. Upon completion of the transaction, Costar would function as a wholly owned Corning subsidiary.
 Corning President and Chief Operating Officer Roger G. Ackerman said, "This is a logical expansion of our laboratory products business. Costar's marketing and technology strengths are in areas that complement Corning's current plastic science products business."
 Costar Corporation Chairman and Chief Executive Officer Richard L. Morningstar said, "This proposed merger provides an excellent long-term value for our Costar stockholders. As Costar and Corning combine their talents and expertise, our customers in the health and life-sciences research industry will also benefit greatly.
 Costar also announced that Morningstar has accepted a position with the Clinton Administration as senior vice president of policy and investment development of the overseas private investment corporation, beginning in July. Morningstar will remain as unpaid chairman of the board until the closing. Subsequent to the closing Paul Looney, current costar president and chief operating officer, will become president and chief executive officer of Costar.
 Costar, founded in 1946, is a Cambridge, Mass. based company which reported 1992 sales of $75 million and employs some 600 people in Canada, Europe and the United States.
 Costar Corporation designs, develops, manufactures and market a variety of disposable plastic products, membrane filters, cartridges and filtration equipment that are used throughout the world in life-science laboratories and industrial applications.
 Corning has been in the science products business since 1916 when it entered the laboratory glassware market. In 1973 Corning expanded its product line to include a wide range of disposable plastic labware products for tissue-culture, immunology and molecular-biology uses.
 Corning Incorporated is a Fortune 200 company which competes globally in four business sectors: specialty materials, communications, consumer products and laboratory services. Its 1992 sales totaled $3.7 billion.
 -0- 6/23/93
 /CONTACT: Francis H. Murphy of Costar Corporation, 617-868-6200; Stephen L. Albertalli, 607-974-8357, or Kathryn C. Littleton, 607-974-8206, both of Corning Incorporated/
 (CSTR GLW)


CO: Costar Corporation; Corning Incorporated ST: Massachusetts IN: SU: TNM

DJ -- NE002 -- 4870 06/23/93 08:59 EDT
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Publication:PR Newswire
Date:Jun 23, 1993
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