Washington Mills Co., Inc. and Exolon-ESK Co. have signed an agreement in which Washington Mills will acquire the Tonowanda, NY-based supplier.

Washington Mills Co., Inc. and Exolon-ESK Co. have signed an agreemnet in which Washington Mills has agreed to acquire the Tonowanda, NY-based supplier of aluminum oxide, silicon carbide and other electrofused materials for abrasive, refactory and surface finishing applications.

Under the terms of the merger agreement, Washington Mills, through a wholly-owned subsidiary, will acquire all the outstanding Exolon-ESK shares. Washington Mills will pay a price of $13.24 per share for the Common Shares and $19 per share for the Series A Preferred Shares. The Exolon-ESK Board of Directors has unanimously approved the agreement. The merger requires the approval of 66 2/3% of each class of Exolon-ESK's shares and other customary closing conditions, and is expected to be completed in the second quarter of 2001. Washington Mills has also reached an agreement with Wacker-Chemie GmbH of Munich, Germany, for the purchase of Wacker Engineered Ceramics, Inc.'s entire interest in the company. Upon the filing of the Certificate of Merger, Exolon-ESK will become a wholly owned subsidiary of Washington Mills.

"This acquisition combines two of the country's oldest and most highly regarded manufacturers of abrasive materials," said Peter H. Williams, president of Washington Mills. "Between them, the two companies have over 220 years of experience in supplying abrasive products....Together, we will become even better suppliers to our customers through greater manufacturing efficiencies, enhanced process technology and an increased ability to respond quickly to customer needs."

Over the past several years, Exolon-ESK had been adversely affected by foreign imports. According to J. Fred Silver, president of Exolon-ESK, "Our profit margins have been squeezed by a combination of falling prices caused by a flood of Chinese imports and rising energy costs. Washington Mills has demonstrated over the years a deep and abiding commitment to our industry. The business will be in good hands."

For additional information, contact Washington Mills Co., Inc. at 508-839-6511; Wacker Engineered Ceramics, Inc. at 011-49-89-6279-1205; or Exolon-ESK Co. at 716-693-4550.