NEWS RELEASE
IMMEDIATE
RELEASE
FROM: Dynamics Corporation of America
475 Steamboat Road
Greenwich, Connecticut 06830-7197
Contact: Henry V. Kensing
(203) 869-3211
DYNAMICS CORPORATION OF AMERICA REJECTS
WHX CORPORATION'S OFFER;
WILL EXPLORE STRATEGIC ALTERNATIVES
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GREENWICH, CONNECTICUT (April 14, 1997)--Dynamics
Corporation of America (NYSE: DYA) announced today that its Board of Directors
has voted unanimously to recommend that shareholders reject the unsolicited
offer by WHX Corporation (NYSE: WHX) to acquire up to 649,000 shares of the
Company's common stock (or approximately 17% of the outstanding shares) at a
price of $45 per share and that they not tender their shares to WHX.
The Board of Directors concluded that the WHX offer is
inadequate, is not in the best interests of the Company and its shareholders
and does not adequately reflect the value or prospects of the Company.
In arriving at its determination and recommendation, the
Board gave careful consideration to a number of factors, including the opinion
of Wasserstein Perella & Co., Inc., the Company's financial advisor, that the
offer price is inadequate from a financial point of view.
The Board of Directors also determined to explore
alternative transactions to maximize shareholder value.
The Company also announced that the Board of Directors, in
order to provide the Board of Directors with additional time with which to
explore alternatives, has determined to postpone the upcoming annual meeting
of shareholders, originally scheduled for May 2, 1997, until August 1, 1997.
To provide for stability and continuity,
the Board has also increased the size of the Board of Directors to nine
members (resulting in the Board of Directors being divided into three
classes) and adopted certain amendments to the Company's by-laws.
The new directors are John A. Thompson, a principal of
IMCOR, a management consulting firm, and Ronald Steiner, President of
International Electronic Research Corporation, a subsidiary of the Company.
The Company has retained Skadden, Arps, Slate, Meagher &
Flom LLP to act as its legal advisor.
The Company also announced today that it had filed with the
Securities and Exchange Commission, and will mail to shareholders shortly, a
Solicitation/Recommendation Statement on Schedule 14D-9 setting forth the
Company's recommendation with respect to WHX's offer. Additional information
with respect to the Board's decision to recommend that shareholders reject the
WHX offer is contained in the Schedule 14D-9.
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Dynamics Corporation of America is a diversified company
which manufactures electronic components, mobile vans and transportable
shelters for specialized electronic and medical diagnostic equipment, portable
electric housewares and commercial appliances, air distribution equipment,
specialized air-conditioning equipment and generator sets. The Company
currently holds a 44.1% stake in CTS Corporation, an Indiana corporation
headquartered in Elkhart whose shares are listed on the New York Stock
Exchange (NYSE: CTS) and which manufactures electronic and electromechanical
components for the automotive, data processing, communications equipment,
instruments and controls, defense and aerospace and consumer electronic
markets.
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