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Constellation Capital Partners Affiliate Launches Tender Offer For Imo Industries

31 July 1997

Constellation Capital Partners Affiliate Launches Tender Offer For Imo Industries

    LAWRENCEVILLE, N.J., and RICHMOND, Va., July 31 -- II
Acquisition Corp., an affiliate of Constellation Capital Partners LLC,
announced that it is launching its tender offer today for all outstanding
shares of common stock of Imo Industries Inc. at a price of $7.05
per  share.  Imo and II Acquisition Corp. entered into a definitive share
purchase agreement (the "Acquisition Agreement") on July 25, 1997, after Imo
terminated its merger agreement with United Dominion Industries Limited
(NYSE: UDI, Toronto, Montreal).  UDI terminated both its tender offer for the
common stock of Imo and for certain notes issued by Imo on July 29, 1997.
    The Acquisition Agreement was unanimously approved by the directors of Imo
who recommended that Imo shareholders accept the offer and tender their
shares.  Credit Suisse First Boston Corporation, Imo's financial adviser, has
delivered to Imo's directors its opinion that the consideration to be received
by the tendering shareholders of Imo in the tender offer is fair to such
shareholders from a financial point of view.
    The tender offer is subject to certain conditions, including the
expiration of the waiting period under the Hart-Scott-Rodino Act, and the
tender of more than 80% of Imo's common stock.  Any shares not purchased in
the tender offer will remain outstanding.
    The tender offer will expire at 12:00 midnight New York City Time,  on
Wednesday, August 27, 1997, unless the tender offer is extended.
    Imo Industries, with 1996 sales of $469 million, is a diversified
manufacturer of pumps, fluid sensors, motion control products, remote control
systems and automotive components, with operations worldwide.
    Constellation Capital Partners LLC is a private equity firm based in
Richmond, Virginia.  Schroder & Co. Inc. is acting as Dealer Manager and can
be contacted toll free on 800-426-7209.  D. F. King & Co., Inc. is acting as
Information Agent and can be contacted toll free on 800-549-6650.

SOURCE  Imo Industries Inc.