Ripplewood Holdings L.L.C. Acquires Honsel International Technologies S.a.r.l.

NEW YORK and MESCHEDE, Germany, Dec. 1, 2004 -- Ripplewood Holdings L.L.C. announced today that is has acquired the operations of Luxembourg-based Honsel International Technologies S.a.r.l. ("HIT"), one of the largest independent suppliers of light-metal products to the automotive industry, from The Carlyle Group.

HIT manufactures various transmission, engine, suspension and body components for such automotive industry leaders as: Audi, BMW, DaimlerChrysler, Ford, General Motors, PSA Peugeot Citroen, Honda, Toyota, Volkswagen, Volvo and ZF Group.

Timothy C. Collins, Chief Executive Officer of Ripplewood, said, "We are very pleased with our investment in HIT. The company is financially strong, well-positioned for continued growth and consistent with our sector strategy to acquire high quality metal casting automotive suppliers in order to take advantage of favourable global market trends."

The acquisition of HIT represents the second major investment Ripplewood has made in the automotive casting business. Last year, Ripplewood acquired a majority stake in Asahi Tec Corporation, headquartered in Japan, which also manufactures casting auto parts and aluminum wheels for automobiles.

Mr. Collins said, "The addition of HIT to our investment portfolio builds on Ripplewood's experience within the automotive sector. We now have a strong foothold in Europe, the Americas and Asia. We expect that substantial synergies can be gained from global customer service, shared technologies and processes between HIT and Asahi Tec. With these two market leaders, it is our goal to assemble the first global automotive casting supplier."

Ripplewood said that HIT's management team, under the leadership of its CEO, Dr. Engelbert Heimes, remains in place. "HIT's management team has impressed us throughout the purchase process and we respect the fact that they have established a strong track record and that they are highly regarded within the industry and by HIT's customers," added Mr. Collins. "We believe they are very motivated to succeed."

Dr. Heimes added, "We believe Ripplewood's investment in HIT is good news for our customers and employees, alike. Clearly, we are operating in a consolidating industry and we believe this new alliance with Ripplewood will only enhance our competitive advantage on a global scale."

As with every investment, Ripplewood will support the portfolio company management team with knowledgeable Industrial Partners-in this instance Industrial Partners who have extensive experience in the automotive industry. Ripplewood is a pioneer of the Industrial Partner method of investing in which the firm forms partnerships with world-class operating executives with extraordinary business experience to acquire businesses in targeted industries and pursue pre-defined strategies to enhance the value of these businesses.

In this regard, Ripplewood announced that Industrial Partner Richard Donnelly, former President of General Motors, Europe, has been named Chairman of the Board of HIT; and that Industrial Partner Anthony Barone, who has over 20 years of automotive experience, has been named Chief Financial Officer of HIT.

In addition, Ripplewood also announced that Thomas Stallkamp, former Chairman and CEO of MSX and former Vice Chairman, President and member of the Board of Management of DaimlerChrysler Corporation, has joined Ripplewood as an Industrial Partner and will serve on HIT's board. During his almost 20 years at Chrysler Corporation, Mr. Stallkamp helped lead the automaker to new stability and growth. During his tenure as its President from 1997-1998, Chrysler was the most profitable company in the auto industry.

Mr. Collins said, "We are very pleased that Tom Stallkamp has joined Ripplewood as our newest industrial partner. He is without question, one of the most talented and experienced executives in the automotive industry and we expect that he will make a significant contribution with regard to our investment in HIT as well as future Ripplewood investments in the auto sector."

Finally, Ripplewood also said that it was pleased that, as part of this transaction, the Honsel family, whose ancestors founded the company in 1908, would remain minority investors in the company under the new ownership structure. "They have played a very constructive role in this transaction and their continued involvement as our new partner in this investment is very much appreciated," said Mr. Collins.

Citigroup Inc., CIBC World Markets Corp., and Lehman Brothers provided debt financing for the transaction, including senior loans and mezzanine debt.

Ripplewood Holdings L.L.C.

Ripplewood Holdings L.L.C. was established in 1995 by Timothy C. Collins. Ripplewood currently manages four institutional private equity funds with approximately $4 billion in total capital commitments. To date the Firm has invested over $2 billion in transactions with aggregate enterprise value in excess of $12 billion and total revenues of $12 billion. The Firm employs 45 professionals in New York and Tokyo.

Ripplewood is currently invested in 13 platform companies in a number of industries including auto parts, automotive retailing, consumer electronics, direct marketing, financial services, food and consumer products, music and entertainment, specialty chemicals, technology and telecom services. Among the Firm's most well known transactions are the acquisition and subsequent sale of Japan Telecom, the largest leveraged buyout in Japan, and the acquisition of The Long-Term Credit Bank of Japan, since renamed Shinsei Bank.

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