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 LIVONIA, Mich., Sept. 16 /PRNewswire/ -- Fretter, Inc. (NASDAQ: FTTR), a leading retailer of home appliances and consumer electronics, announced today that it has entered into a conditional combination agreement with the United States retail division of Dixons Group plc. ("Dixons"), operating as Silo and YES!, another leading retailer of home appliances and consumer electronics. The agreement is subject to completion of due diligence reviews, and governmental, Fretter shareholder and certain third party approvals. Officers and certain directors of Fretter, who in the aggregate hold approximately 77 percent of its common stock, have agreed that they will support the transaction. At consummation, the combined company will change its name to YES! Your Electronics Superstore ("YES!"). However, the combined entity will continue to operate its various retail stores under the names of Fretter, Silo, Fred Schmid, YES! and Dash Concepts.
 Mr. John Hurley, president of Fretter, will continue as president of the combined entity. Mr. Hurley stated:
 "This transaction creates a tremendous opportunity for our respective companies, their shareholders, employees, vendors and customers. The combination of the two venerable retail firms will combine their respective strengths to create a powerhouse in the retail appliance and consumer electronics industry. We hope to conclude this transaction during October and November of this year. We will continue our philosophy of offering our customers a broad range of brand name appliances and electronics at the lowest possible prices, and tremendous customer service both before and after the sale."
 Under the terms of the proposed combination, Dixons will receive approximately 30 percent of the common stock of Fretter and $45 million of Fretter preferred stock; a portion of which Dixons will have the right to convert to Fretter common stock, thus allowing Dixons up to a 49 percent stake in the common stock of Fretter. Fretter shareholders of record as of the closing date will each have the right to receive, in exchange for each share of Fretter common stock owned, a $3 cash distribution and .51 shares of common stock of the combined company. Thus, Fretter shareholders will initially hold approximately 70 percent of the enlarged company and 51 percent on a fully diluted basis.
 It is anticipated that continued and expanded lines of credit for working capital, inventory, store expansions and renovations will be provided by a combination of Fretter's existing lenders, new lenders and an affiliate of Dixons.
 Peter Morris, President of Silo, and Ian Livingston, its Chief Financial Officer, will remain with the Company for a transitional period and will join the board of directors of the combined company.
 Fretter currently operates 101 retail stores under the names Fretter, Inc., Fred Schmid Appliance & TV Co., and Dash Concepts in the states of Colorado, Illinois, Indiana, Massachusetts, Michigan, Montana, New Hampshire, Ohio and Wyoming. Silo currently operates 182 retail stores under the names Silo and YES! in the states of Arizona, California, Colorado, Delaware, Illinois, Louisiana, Nevada, New Jersey, New Mexico, New York, Oregon, Pennsylvania, Texas, Utah and Washington.
 -0- 9/16/93
 /CONTACT: Mark Malta of Fretter, 313-591-8140/

CO: Fretter, Inc.; Dixons Group plc.; YES! ST: Michigan IN: REA SU:

JG -- DETU01 -- 2509 09/16/93 02:30 EDT
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Publication:PR Newswire
Date:Sep 16, 1993

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