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Noble International Announces Intent to Buy Tiercon Holdings

6 July 1998

Noble International Announces Letter of Intent to Acquire Tiercon Holdings With Agreement to Acquire Triam Automotive

    BLOOMFIELD HILLS, Mich.--July 6, 1998--Noble International, Ltd. (AMEX:NIL) announced today that it has entered into a letter of intent relating to the proposed acquisition by the Company, through a recently formed, wholly-owned Canadian subsidiary, of all of the outstanding capital stock of Tiercon Holdings, Inc., an Ontario corporation ("Tiercon").
    Tiercon recently entered into a definitive agreement for the acquisition of Triam Automotive, Inc., an Ontario corporation ("Triam"), from Magna International, Ltd. ("Magna"). The closing of Tiercon's acquisition of Triam will be a condition to the acquisition of Tiercon by the Company.
    The purchase price for the acquisition of Tiercon is expected to consist of shares of preferred stock of the Company's Canadian subsidiary which will be exchangeable for approximately 80,000 shares of the Company's Common Stock. The purchase price for Tiercon's acquisition of Triam is approximately CDN $46 million (approximately U.S. $31 million). The Tiercon acquisition is also subject to the completion of due diligence, Board and shareholder approvals of Tiercon, approval by Noble's board and the negotiation and execution of definitive agreements.
    Triam is a Tier II supplier of a broad range of plastic injection molded parts for the North American automotive market. Triam's products include painted body side moldings and rocker panels, exterior plastic components, interior moldings, decorative trims and enclosure applications. Triam has been named a GM Supplier of the Year in each of the last two years and is both QS 9000 and ISO 9000 certified. Triam's other significant customers include Magna, Lear Seating, Inc. and Ford Motor Company.
    In announcing the acquisitions, Lloyd P. Jones, III, President of Noble said, "The acquisition of Tiercon and Triam will significantly enhance our position as the Tier II solution provider. By acquiring a plastic injection molder of Triam's caliber, we will significantly expand the services available to our Tier I customers and compliment our current core group of companies. The successful acquisition of Tiercon and Triam, coupled with the closing of the acquisitions contemplated by the recently announced letters of intent with Centrifugal Coaters, Inc. and Vilo Systems, Inc., will make Noble a presence in the North American automotive market. Equally as important, Noble will again expand its customer base through relationships with Magna, Ford and Lear."
    The Tiercon acquisition will further expand the Company's relationship with Fraser Wray, who serves as Chief Executive Officer of Tiercon, as well as President of Centrifugal Coaters, Inc. ("Centrifugal") and a Chairman of Vilo Systems, Inc. ("Vilo"). Mr. Wray will continue to serve as CEO of Tiercon following the acquisition. In commenting on the transaction, Mr. Wray stated "The uniting of Noble and Tiercon will accelerate the Tier II consolidation strategy I began with the acquisitions of Centrifugal and Vilo in 1997, and will allow me to utilize the resources of Noble's experienced management team and complimentary operations to expand that strategy."
    Triam currently operates from two leased facilities with an aggregate of approximately 158,000 square feet in Stoney Creek, Ontario. Triam operates 24 high pressure injection molding machines ranging in size from 80 to 3,300 tons, providing Triam with the capability to mold a wide variety of parts. Triam currently has approximately 255 employees.
    For the twelve months ended January 31, 1998, Triam recorded net sales of approximately U.S.$30 million, earnings before interest expense, income taxes, depreciation and amortization expense (EBITDA) of approximately U.S.$4.0 million and pretax earnings of approximately U.S.$3.4 million.
    Noble is a leading Tier II full-service supplier of automotive parts, component assemblies and value-added services to the automotive industry.
    Certain statements in this news release may be "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933. Statements regarding the terms of the acquisitions and other future prospects and developments are based upon current expectations and involve certain risks and uncertainties that could cause actual terms, results and developments to differ materially from the forward-looking statements.