Newcor, Inc. to Review Unsolicited Exchange Offer by EXX Inc
1 May 2000
Newcor, Inc. to Review Unsolicited Exchange Offer by EXX IncBLOOMFIELD HILLS, Mich., May 1 Newcor, Inc. (Amex: NER) announced today that EXX Inc issued a press release and made public filings with the Securities and Exchange Commission on Friday, April 28, 2000 with respect to its intention to commence an exchange offer for all of the outstanding common shares of Newcor for an undetermined amount of Class A common stock of EXX and/or cash with a purported value of $4.00 per share. The proposed exchange offer is subject to numerous conditions. At this time, no such offer has been formally commenced. The materials filed by EXX with the SEC have been referred to the Newcor Board of Directors for its review. According to EXX's public filings, EXX is a Las Vegas, Nevada-based holding company engaged in the design, production and sale of "impulse toys", watches, kites, electric motors and cable pressurization equipment with net sales for the year ended December 31, 1999 of $21.2 million. Newcor urges all of its stockholders to take no action with respect to this unsolicited offer until its Board of Directors has had an opportunity to fully review and analyze the materials filed by EXX with the SEC. In the event EXX commences its exchange offer, the Board of Directors will formally respond to such offer as required by the rules and regulations of the SEC. Such a response would be sent to Newcor's stockholders as promptly as possible but not later than 10 business days after EXX formally commenced any such exchange offer. Newcor has retained Donaldson, Lufkin & Jenrette as its financial advisor, and Skadden, Arps, Slate, Meagher & Flom (Illinois) as its legal counsel, to assist the Board in evaluating EXX's proposal. Newcor is a leading manufacturer of precision machined components and assemblies for the automotive, medium- and heavy-duty truck and agricultural vehicle industries and is a manufacturer of custom rubber and plastic products primarily for the automotive industry. Newcor is also a supplier of standard and custom machines and systems primarily for the automotive and appliance industries. This news release is for informational purposes only. It does not constitute a solicitation/recommendation statement under the rules and regulations of the SEC. Newcor's stockholders will be able to obtain such solicitation/recommendation statements for free when it becomes available at the SEC's web site at http://www.sec.gov. Newcor urges its stockholders to carefully review any such solicitation/recommendation statement prior to making any decisions with respect to any such offer.