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KENNAMETAL ANNOUNCES EXECUTION OF DEFINITIVE AGREEMENT TO ACQUIRE HERTEL AG

 LATROBE, Pa., June 8 /PRNewswire/ -- Kennametal Inc. (NYSE: KMT) announced today that it had executed the definitive agreement for the Hertel AG acquisition previously announced with Hertel and Bayerische Vereinsbank AG (BV), which is the lead bank for a consortium of Hertel's lenders.
 The definitive agreement provides that after the Hertel recapitalization Kennametal would acquire from BV 63,750 voting shares (after adjusting for the 4-to-1 dilutive reduction to all existing shares affected by Hertel's recapitalization) for a nominal amount together with 750,000 new voting shares to be issued by Hertel to BV and resold to Kennametal at the original issue price of DM75 million (approximately U.S. $46 million). The 813,750 voting shares acquired by Kennametal would represent approximately 93 percent of all voting shares and 81 percent of the combined voting and non-voting shares of the recapitalized Hertel. Financing will be provided through the issuance of debt, or a combination of debt and equity.
 Completion of the transaction is subject to certain conditions, including approval by 75 percent of the holders of Hertel's voting shares and of the holders of Hertel's non-voting shares represented at the special meeting of Hertel called to approve the recapitalization transaction which has been scheduled for July 15, 1993, forgiveness of certain Hertel debt by the bank consortium and any United States and European regulatory filings and approvals. The pre-recapitalization voting shares BV owns or controls that will be sold represent approximately 50.1 percent of all present Hertel voting shares. More than 25 percent of each class of shares of Hertel is held by others which may include at least one competitor of Kennametal. Also on the agenda for the Hertel meeting is an alternative resolution to liquidate Hertel in the event the recapitalization is turned down. Hertel expects its shareholders to approve the recapitalization by the necessary votes.
 -0- 6/8/93
 /CONTACT: Michael J. Mussog, manager, external reporting, of Kennametal, 412-539-4617/
 (KMT)


CO: Kennametal Inc.; Hertel AG ST: Pennsylvania IN: MNG SU: TNM

KC-PT -- PG002 -- 6765 06/08/93 17:54 EDT
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Publication:PR Newswire
Date:Jun 8, 1993
Words:344
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