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[ECHLIN LOGO]
May 4, 1998
ECHLIN INC. BOARD REJECTS SPX OFFER AS INADEQUATE; SAYS
INTERESTS OF SHAREHOLDERS, OTHER CONSTITUENCIES WILL
BE BEST SERVED BY A MERGER WITH DANA
Branford, CT, May 4, 1998 -- Echlin Inc. (NYSE:ECH), the global motor
vehicle parts manufacturer, announced today that its board of directors voted
unanimously to recommend that Echlin shareholders reject SPX Corporation's
exchange offer as not adequate and not in the best interests of Echlin,
Echlin's shareholders or other Echlin constituencies. In connection with its
deliberation on the SPX offer, the board received the opinion of its financial
advisor, Salomon Smith Barney, that the SPX offer is inadequate. The board of
directors also voted to approve and recommend to its shareholders a business
combination with Dana Corporation. The board determined that the strategic
merger with Dana was also superior from the viewpoint of Echlin's employees,
suppliers, creditors, customers and communities in which Echlin operates.
Larry McCurdy, chairman, president and chief executive officer of Echlin
said, "We are delighted that the board has approved the combination with Dana.
The board considered several factors in determining that the transaction is
desirable, including the significantly superior immediate value it will
provide to shareholders, along with the opportunity for all stakeholders to
participate in the upside potential of a combined Echlin and Dana. In
addition, the combined company will offer customers a full range of
high-quality automotive products, building on both companies' strong brands
and long-standing distribution relationships."
Echlin will be filing its Schedule 14D-9 with the Securities and Exchange
Commission today in which the reasons for the board's determinations will be
described in greater detail.
