The Cypress Group and Goldman Sachs Capital Partners to Acquire Cooper-Standard Automotive in $1.165 Billion Transaction

NEW YORK & NOVI, Mich.--Sept. 17, 2004--The Cypress Group and Goldman Sachs Capital Partners have signed a definitive agreement with Cooper Tire & Rubber Co. whereby Cypress and Goldman Sachs will acquire Cooper-Standard Automotive in a transaction valued at $1.165 billion. The transaction is expected to close by year-end and is subject to customary closing conditions including regulatory approvals.

With 2003 net sales of approximately $1.6 billion, Cooper-Standard Automotive is a leading manufacturer of engineered components serving the automotive OEM market. Cooper-Standard is a global leader in each of its product lines, which include fluid handling systems, body sealing systems, and active and passive vibration control systems.

David Spalding, Vice Chairman of Cypress, said, "We are very pleased to announce today's transaction and the beginning of our partnership with Cooper-Standard Automotive, its management team and employees. Cooper-Standard's world-class design, engineering and technical capabilities have made the Company a global leader in each of its three product areas, winning recognition for its speed and quality execution in serving its client base. We are particularly pleased that Jim McElya and his management team will continue to lead Cooper-Standard on completion of the transaction, providing continuity of leadership and executing their growth plan for the business as we focus on the future development and expansion of Cooper-Standard."

Terry O'Toole, Managing Director of GS Capital Partners, said, "We are delighted to be partnering with Cypress in the acquisition of Cooper-Standard, a high quality, strong cash flow company that plays an important role in the automotive production value chain. We have been impressed with its experienced and successful management team, led by Jim McElya, who have built the Company's leading market positions with innovative product offerings and a strong backlog of business on stable platforms. Jim and his team have consistently grown the Company's top line and cash flow despite the competitive nature of the automotive industry. We look forward to providing the necessary resources to support their efforts in developing future business opportunities with existing and new customers."

Jim McElya, CEO of Cooper-Standard Automotive, said, "We are extremely excited to partner with Cypress and Goldman Sachs in the next stage of our company's development. Both Cypress, whose experience in the auto sector began with its highly successful investment in Lear, and Goldman, one of the world's preeminent financial institutions, strongly support our management team, our business strategy, and our employees. Their experience and support will allow us to continue to offer our customer base outstanding service and reliability and to pursue innovation to support our growth."

The Cypress Group is a New York based private equity group which manages two private equity funds with more than $3.5 billion in commitments. Cypress invests in privately negotiated transactions, targeting operating businesses and investing with management to foster continued growth. Investments made by Cypress include Cinemark, Inc.; AMTROL, Inc.; Williams Scotsman, Inc.; WESCO International, Inc.; ClubCorp, Inc.; Danka Business Systems PLC; MedPointe Inc.; Montpelier Re Holdings, Ltd.; Republic National Cabinet Corp.; Catlin Group Ltd.; The Meow Mix Company; Financial Guaranty Insurance Company (FGIC); and Communications & Power Industries, Inc. The Cypress website address is: www.cypressgp.com.

Goldman Sachs is a global leader in corporate equity and mezzanine investing. To date, Goldman Sachs has formed ten investment vehicles aggregating over $17 billion of capital. With $5.25 billion in committed capital, GS Capital Partners 2000 is the current primary investment vehicle for Goldman Sachs to make privately negotiated equity investments. GS Capital Partners 2000 seeks long-term capital appreciation by committing equity to high-quality companies with superior management in a variety of situations, including leveraged buyouts, recapitalizations, and growth investments to fund acquisition or expansion. The Fund invests across a broad range of industries and creates value through meaningful involvement with portfolio companies' strategic decision-making and operating philosophy. For more information, please visit www.gs.com/pia

Cooper-Standard is a leading global manufacturer of fluid handling systems, body sealing systems, and active and passive vibration control systems, primarily for the automotive original equipment manufacturing markets. The company is headquartered in Novi, Michigan, and generated net sales of approximately $1.6 billion in 2003.