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Insilco Holding Co. Signs Definitive Merger Agreement with Thermal Transfer

19 May 1999

Insilco Holding Co. Signs Definitive Merger Agreement with Thermal Transfer

    COLUMBUS, Ohio, May 19 -- Insilco Holding Co.
(OTC BULLETIN BOARD: INSL) today announced that on May 18, 1999, through a
wholly owned subsidiary, it signed a definitive merger agreement with Racine,
Wisconsin-based Thermal Transfer Products, Ltd.  Thermal Transfer is a leading
manufacturer of industrial oil coolers and other heat exchanger products, and
generated approximately $28 million of revenues in 1998.  Financial terms of
the transaction were not disclosed.
    The merger, which is expected to be completed by August 31, 1999, is
subject to certain conditions, including approval by Thermal Transfer
shareholders and expiration of the applicable waiting period under the Hart-
Scott-Rodino Antitrust Act.
    Robert L. Smialek, Insilco Chairman and CEO, said, "Thermal Transfer
represents an exceptional complement to our heat exchanger business.  For
three decades, Thermal Transfer's hard-working employees have successfully
served the industrial oil cooler markets.  Through this merger, we see
numerous opportunities to broaden our product offerings in the industrial
market and we are pleased to gain access to Thermal Transfer's strong
distributor network.  Royse Myers, the founder and President, has agreed to
remain active in the business to ensure a smooth integration into our Thermal
Components Group."
    The statements made in this press release which are not historical
facts are forward looking statements, including statements with respect to the
company's ability to broaden its product offerings, the expectation to close
the merger transaction by August 31, 1999 and the Company's ability to
diversify revenues in industrial heat exchanger markets and, as such, are
subject to certain risks and uncertainties.  It is important to note that
results could differ materially from those projected in such forward-looking
statements.  Factors which could cause results to differ materially include,
but are not limited to the following:  delays in new product introductions,
difficulties in combining acquired operations with existing operations, lack
of market acceptance for new products, changes in demand for the Company's
products, changes in market trends, general competitive pressures from
existing and new competitors, adverse changes in operating performance,
changes in interest rates, and adverse economic conditions which could affect
the amount of cash available for debt servicing and capital investments.
Further information concerning factors that could cause actual results to
differ materially from those in the forward-looking statements are contained
from time to time in the Company's SEC filings, including but not limited to
the Company's report on Form 10-K for the year ended December 31, 1998.
Copies of these filings may be obtained by contacting the Company or the SEC.
    Insilco Holding Co., based in suburban Columbus, Ohio, is a diversified
manufacturer of industrial components and a supplier of specialty
publications.  The Company's industrial business units serve the automotive,
electronics, telecommunications and other industrial markets, and its
publishing business serves the school yearbook market.  It had revenues in
1998 of $535.6 million.