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RUST INTERNATIONAL INC. AGREES TO ACQUIRE ENCLEAN, INC.

 BIRMINGHAM, Ala. and HOUSTON, July 3 /PRNewswire/ -- Rust International Inc. and EnClean, Inc. jointly announced today that they have signed a definitive agreement pursuant to which a wholly-owned Rust subsidiary has agreed to commence a tender offer for any and all outstanding shares of common stock of EnClean, Inc. at a price of $6.75 net per share in cash. On July 2, 1993, the closing sale price for EnClean shares was $2.50.
 The offer will be subject to certain conditions including, among other things, the tender of a minimum of 50.1 percent of the outstanding shares of EnClean (assuming the exercise of all outstanding stock options) and the termination or expiration of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act. If the conditions to the offer are met, the tender offer will be followed by a merger in which non-tendering stockholders will receive the right to obtain $6.75 net per share in cash. EnClean has approximately 5,918,685 shares outstanding. Options are also outstanding to purchase approximately 728,000 shares.
 Rust stated that the offer would be made only by an Offer to Purchase and related Letter of Transmittal, copies of which will first be mailed to EnClean's stockholders on or about July 12, 1993.
 The definitive agreement provides that upon consummation of the merger, EnClean's 7.5 percent Convertible Subordinated Notes due August 1, 2001 will remain outstanding, but will no longer be convertible into EnClean common stock. Instead the notes will be convertible into the right to receive $375 in cash per $1,000 principal amount of such notes. The Indenture relating to such notes provides note holders with the right to require EnClean to repurchase such notes at face value upon a change of control. There are $46,000,000 aggregate principal amount of such notes outstanding.
 EnClean provides a broad range of industrial and environmental services to companies primarily in the refining, petrochemical, chemical, pulp and paper, steel, food processing, utility and gas processing industries. EnClean operates 38 service facilities located primarily in the southcentral, midwestern, northeastern and southeastern United States. For the nine months ended March 31, 1993, EnClean reported net revenues of $77.9 million and a net loss of $4.3 million.
 Rust International Inc. is a leading provider of engineering, construction, environmental and infrastructure consulting, environmental restoration and other on-site industrial and related services.
 -0- 7/3/93
 /CONTACT: Harold W. Ingalls, investors, 708-947-3502, or Bob Reincke, media, 708-218-1670 or home, 708-362-9067, both of Rust International Inc.; or Malcolm Waddell of EnClean, Inc., 713-661-4777/


CO: Rust International and EnClean Inc. ST: Alabama, Texas IN: SU: TNM

LR -- NYSA005 -- 8373 07/03/93 12:04 EDT
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Publication:PR Newswire
Date:Jul 3, 1993
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