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Stoneridge to Acquire Hi-Stat

9 December 1998

Stoneridge to Acquire Hi-Stat; Transaction Accelerates Growth Strategy

    WARREN, Ohio, Dec. 8 -- Stoneridge, Inc. today
announced it has entered into a definitive agreement to acquire Hi-Stat
Manufacturing Company, Inc. for approximately $362 million in cash.  The
transaction will be financed by a combination of existing cash from Stoneridge
together with funds to be provided in a new $425 million senior secured credit
facility.
    In addition, the transaction will be structured with a 338(h)(10)
election.  This election will allow Stoneridge to deduct, for tax purposes,
the goodwill associated with the transaction and generates an annual tax
benefit of approximately $8 million, the net present value of which is
approximately $62 million.  Stoneridge noted that while the transaction is
subject to normal governmental regulatory reviews and customary closing
conditions, it is expected to close by the end of December.
    Hi-Stat Manufacturing Company, a privately held company formed in 1969 and
headquartered in Lexington, Ohio, designs and manufactures sensors, solenoids
and switches for measuring speed, pressure, temperature and fluid level in
vehicles.  Hi-Stat has about 1,700 employees, with manufacturing facilities in
Lexington, Ohio, and Sarasota, Florida.  It expects to record sales of
approximately $157 million for the 12 months ending December 31, 1998.
    "Hi-Stat is a very well-managed, high-growth company," said Cloyd Abruzzo,
Stoneridge president and chief executive officer.  "This acquisition of a
leading sensor and switch company is consistent with our expressed strategy of
growth through strategic acquisitions.  We fully anticipate the transaction
will be accretive to our earnings during 1999."
    "The addition of Hi-Stat to the Stoneridge group strengthens both
companies.  Stoneridge adds products and capabilities, which further enhance
its ability to design and manufacture integrated electrical modules and
systems.  Hi-Stat, while maintaining its identity and operating autonomy, will
have the benefit of Stoneridge's resources and global presence.  The strategic
fit is truly a win-win situation for both companies," Abruzzo said.
    Abruzzo said the acquisition supports two of Stoneridge's major strategic
objectives:

    --  To profitably grow its revenue base and increase its dollar content
        per vehicle.
    --  To expand its electrical and electronic products and process
        capabilities.

    "This is our largest acquisition to date," Abruzzo said.  "With Hi-Stat,
we close the loop in terms of our overall capabilities to design and
manufacture entire electrical systems.  It provides us with additional global
growth opportunities and certain operational synergies we believe will
translate into increased economic value for our shareholders."
    National City Bank and Donaldson, Lufkin & Jenrette Securities Corporation
have committed to provide the $425 million senior secured credit facility
necessary for Stoneridge to consummate the acquisition.  Donaldson, Lufkin
& Jenrette Securities Corporation also acted as Stoneridge's financial advisor
during negotiations while Robert W. Baird & Co. Incorporated acted as
financial advisor to Hi-Stat.
    Stoneridge, Inc., headquartered in Warren, Ohio, is a leading independent
designer and manufacturer of engineered electrical and electronic components,
modules and systems principally for the automotive, medium and heavy-duty
truck and agricultural vehicle markets.  Stonerige completed its initial
public offering and its Common Shares began trading on the New York Stock
Exchange on October 10, 1997.  Sales in 1997 were approximately $450 million.

    Statements in this release that are not historical fact are
forward-looking statements, which involve risks and uncertainties that could
cause actual events or results to differ materially from those expressed or
implied in this release.  Factors which may cause actual results to differ
materially from those in the forward-looking statements include, among other
factors, the loss of a major customer; a decline in automotive, medium and
heavy-duty truck or agricultural vehicle production; the failure to achieve
successful integration of any acquired company or business including Hi-Stat;
labor disputes involving the company or its significant customers; risks
associated with conducting business in foreign countries; or a decline in
general economic conditions.  Further information concerning issues that could
materially affect financial performance related to forward-looking statements
contained in this release can be found in Stoneridge's periodic filings with
the Securities and Exchange Commission.