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NEWS RELEASE [LOGO MACKENZIE PARTNERS, INC.]
156 FIFTH AVENUE
NEW YORK, NY 10010
212 929-5500
FAX 212 929-0308
CONTACT:
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Stan Kay
MacKenzie Partners, Inc.
(212) 929-5940
FOR IMMEDIATE RELEASE:
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WYSER-PRATTE/SPEAR, LEEDS TO APPEAL DISMISSAL OF
DELAWARE ACTION REGARDING REXENE RECORD DATE.
SAYS SHAREHOLDERS WON'T BE FOOLED BY BUYBACK PROGRAM
NEW YORK, NEW YORK, March 20, 1997 -- Guy P. Wyser-Pratte of Wyser-Pratte &
Co., Inc. and Fred Kambeitz of Spear, Leeds & Kellogg announced today that they
will appeal the Delaware Chancery Court's denial of the group's effort to change
Rexene Corporation's (NYSE:RXN) April 18 record date for the April 30 special
meeting. Mr. Wyser-Pratte and Mr. Kambeitz also said they did not expect the
late record date or the appointment of two large shareholders to the Rexene
Board to prevent shareholders from electing the Wyser-Pratte/Spear Leeds
nominees on April 30.
Mr. Wyser-Pratte and Mr. Kambeitz commented, "We are naturally disappointed by
the court's decision. The late record date is an obvious attempt to manipulate
the vote and deny shareholders a fair opportunity to vote at the meeting. The
decisive factor at the meeting, however, will be the shareholders' desire to
have a Board committed to maximizing value for the benefit of all shareholders."
"We also think the appointment of Stephen Swid and Richard Perry to the Board
will have no effect on the shareholder election. Mr. Perry did not support us in
the special meeting call and is not a factor. We find it curious, however, that
Mr. Swid initially supported our effort to call a special meeting, and now, just
weeks later, would accept Rexene's offer to join the Board."
Mr. Wyser-Pratte and Mr. Kambeitz continued, "We were pleased by Huntsman
Corporation's announcement Tuesday reiterating its interest in pursuing a
transaction with Rexene at $16 cash per share. We are also encouraged by
Huntsman's positive statements about its ability to finance an acquisition of
Rexene. Recent press reports about Huntsman's success at financing the $578
million acquisition of Texaco's chemical business also shows that financing a
Rexene transaction should not be a problem for Huntsman. We also wholeheartedly
agree with Huntsman's comment that if Rexene management had accepted its $16
offer made last fall, shareholders would have already had their money."
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Wyser-Pratte/Spear, Leeds & Kellogg
March 20, 1997
Page Two
"The Company's just announced $85 million buyback program," they continued,
"won't fool shareholders into believing that this management is trying to
maximize value. If that were the case, management would be aggressively
negotiating with Huntsman or another buyer, for a transaction in which
shareholders could sell all their stock for $16 or more in cash. In Rexene's
stock repurchase program, on the other hand, shareholders will sell fewer shares
at a lower price.
"The real motivation for Rexene's buyback program is to entrench management by
putting just enough cash in shareholders' hands to swing the election's results.
Management's actions will have no impact on our plans to replace the Board and
complete a value maximizing transaction with a qualified buyer, including
Huntsman. We believe the buyback won't deter any potential buyers because the
shares repurchased in the buyback would be at a lower price than would be the
case in a transaction to buy the entire Company."
Mr. Wyser-Pratte and Mr. Kambeitz concluded, "We do note, however, that Rexene's
latest announcement has no reference to a 60 day closing condition, as have
previous announcements. We are hopeful that they have finally dropped this
irrelevant condition to a transaction. It's time to find out once and for all
whether this Company is really for sale or if management is simply stalling to
find additional ways to maintain control of Rexene at the expense of
shareholders."
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PARTICIPANT INFORMATION
Mr. Wyser-Pratte owns beneficially 1,369,700 shares of Rexene common stock
representing approximately 7.3% of the outstanding shares. Spear, Leeds &
Kellogg owns beneficially 1,114,100 shares of common stock, representing
approximately 5.9% of the outstanding shares. As stated above, the nominees of
Mr. Wyser-Pratte and Spear, Leeds & Kellogg for election at the special meeting
to the board of directors of Rexene are Messrs. Mauch, Macey, McQuade and
Pasman. Mr. McQuade owns beneficially 2,000 shares of Rexene common stock. Eric
Longmire of Wyser-Pratte & Co.,Inc. and Werner Goeckel are also participants. It
is anticipated that Mr. Goeckel will be added to the board of directors of
Rexene after the special meeting. Mr. Goeckel owns beneficially 4,200 shares of
Rexene common stock.