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Shiloh Industries to Acquire Assets of MTD Automotive

23 June 1999

Shiloh Industries to Acquire Assets of MTD Automotive

    MANSFIELD, Ohio, June 22 -- Shiloh Industries, Inc.
, a leading supplier of parts, subassemblies and processed steel
for the automotive, heavy truck and other industries has signed a purchase
agreement to acquire the assets of MTD Automotive (MTDA) from MTD Products
Inc.  The agreement provides for an aggregate purchase price of approximately
$20 million in cash and $20 million in Shiloh common stock (at a per share
price of at least $14.00) subject to certain adjustments and to an earnout
covering the 12 month period subsequent to closing.  The acquisition is
expected to close by August 30, pending regulatory approval and satisfaction
of certain closing conditions, including, among other things, stockholder
approval.
    MTDA, an automotive supplier headquartered in Cleveland, Ohio,
manufactures vehicle platform systems primarily for Ford, General Motors,
DaimlerChrysler and Toyota.  The company also sells stamping, welding, tooling
and other value-added services.  Sales for MTDA for the fiscal year ended
July 31, 1998 were approximately $174 million.
    Shiloh Industries' President and Chief Executive Officer John F. Falcon
said the agreement strengthens the company's position as a leading full-
service supplier of automotive components.  "With this acquisition, Shiloh is
now well positioned to move steel from the mill door to the assembly plant
floor. We can help our customers go from product development to product
delivery faster, with better design, more efficient use of materials and
improved processes."
    In addition, because MTDA has been designated as a long term stamping
supplier to Ford, this acquisition should enable Shiloh to further strengthen
its relationship with Ford.  It also enhances the company's position with
General Motors, DaimlerChrysler, Toyota, because MTDA supplies platform
modules for these automakers.
    "Today's automotive suppliers must be able to design and produce
increasingly complex parts and modular assemblies," said Falcon.  "The
addition of MTDA not only strengthens our product design and manufacturing
capabilities, but it also gives Shiloh the ability to design and manufacture
modular solutions for major automotive manufacturers.  We believe we will be
able to apply our capabilities far earlier in the evolution of a new vehicle
platform.  Being involved from 'art to part' enables us to be responsive to
our customers' needs by providing them with stamped modular solutions," Falcon
said.
    Based in Mansfield, Ohio, Shiloh Industries supplies blanks, stampings,
subassemblies and processed steel from ten facilities in Ohio, Michigan and
Georgia.  The company employs more than 1,845 people and had 1998 revenues of
$299.4 million.
    The common stock to be issued under the purchase agreement has not been
registered under the Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable exemption from
registration requirements.  This press release shall not constitute an offer
to sell or a solicitation of an offer to buy and is issued pursuant to Rule
135c under the Securities Act.
    The forward-looking statements in this press release involve a number of
risks and uncertainties.  Among the factors that could cause actual results to
differ materially are the following: a downturn in the automotive industry and
the general economy; failure to satisfy the closing conditions of the pending
acquisition of MTDA or failure to consummate the acquisition of MTDA; risks
associated with integrating the operations of acquired companies, including,
among others, MTDA; competitive factors such as increase in the price of, or
limitations on the availability of steel; potential disruptions in operations
due to, or during, facility expansions; delays in, or cancellations of,
customer programs; a labor dispute involving Shiloh, its customers or
suppliers; and other risks and uncertainties that may be identified from time
to time in the company's reports to the Securities and Exchange Commission.