MascoTech Commences Tender Offer to Purchase All Outstanding Shares of TriMas

17 December 1997
MascoTech Commences Tender Offer to Purchase All Outstanding Shares of TriMas

    TAYLOR, Mich., Dec. 17 -- MascoTech, Inc.
announced today that it has commenced a tender offer to acquire all
outstanding shares of TriMas Corporation not already owned by
MascoTech for $34.50 per share, net to the seller in cash.  The offer is being
made in accordance with the terms of MascoTech's previously announced merger
agreement with TriMas.  The offer and withdrawal rights will expire at 12:00
midnight, New York City time, on Friday, January 16, 1998, unless the offer is
extended.
    The tender offer is subject to the condition that a majority of the
approximately 21.9 million outstanding shares that could be tendered by
shareholders, other than MascoTech and certain MascoTech related parties, are
validly tendered and not withdrawn, as well as other customary conditions
including clearance under the Hart-Scott-Rodino Antitrust Improvements Act.
Neither the offer nor the merger is subject to a financing condition.
    Pursuant to the merger agreement, any shares not purchased in the offer
(other than shares as to which dissenters' rights have been perfected) will be
acquired for the same price in cash, in a second-step merger.  TriMas
currently has approximately 41 million shares outstanding.  MascoTech
currently owns approximately 15.2 million shares or approximately 37 percent
of the outstanding shares of TriMas and certain MascoTech related parties own
approximately 3.4 million shares or 8 percent of the outstanding shares of
TriMas.
    Salomon Smith Barney is acting as dealer manager in connection with the
offer.
    MascoTech's transportation-related businesses include metal-worked
components primarily for vehicle engine and drivetrain applications and
automotive aftermarket products.
    TriMas is a diversified proprietary products company with leadership
product positions in commercial, industrial and consumer niche markets.
    Visit MascoTech's website at http://www.mascotech.com.  MascoTech's press
releases are also available through Company News On-Call by fax, 800-758-5804,
extension 535375, or http://www.prnewswire.com.

SOURCE  MascoTech, Inc.