Higher Offer for Republic Engineered Steels First Mortgage Notes Made Irrevocable

Business Wire, Nov 5, 1998

MASSILLON, Ohio--(BUSINESS WIRE)--Nov. 4, 1998--Republic Engineered Steels, Inc. announced today that the offer it commenced on Oct. 29, 1998 to purchase any and all of its 9 7/8% First Mortgage Notes Due 2001 at 104.23% of the principal amount thereof (plus accrued and unpaid interest) has become irrevocable. The 104.23% offer has been made to induce holders of the First Mortgage Notes to decline Republic's pending change of control offer to purchase the First Mortgage Notes at 101% of the principal amount thereof, plus accrued and unpaid interest to the payment date, in order to enable Republic to refinance the First Mortgage Notes on more favorable terms and to pursue the combination of Republic with Bar Technologies Inc., another company controlled by Blackstone Capital Partners II Merchant Banking L.P. and certain affiliates.

Republic also announced that it was extending the pending change of control offer and that such offer will now expire at 5:00pm (New York time) on Nov. 5, 1998. The 104.23% offer expires at 5:00pm (New York time) on June 30, 1999.

The irrevocable 104.23% offer is not conditioned on receipt of financing.

In order to participate in the irrevocable 104.23% higher offer, holders of First Mortgage Notes must withdraw tendered securities from the change of control offer prior to its expiration at 5:00pm (New York time) on Thursday, November 5, 1998 and tender such securities in the 104.23% offer. Notes validly tendered and not properly withdrawn from the pending change of control offer may not be tendered pursuant to the 104.23% offer.

In order to withdraw First Mortgage Notes which have been tendered through The Depository Trust Company (DTC), Noteholders should contact their respective custodians/DTC participants and instruct them to input a withdrawal request through the DTC system. Bankers Trust Company, as Paying Agent for the offer, will clear these requests as they are received. If First Mortgage Notes are to be withdrawn, it is essential that each custodian/DTC participant act quickly to request the withdrawal so that the Paying Agent has time to clear the request and withdraw the First Mortgage Notes prior to the expiration of the change of control offer at 5:00pm (New York time) on Thursday, November 5, 1998.