Spring Ram Corporation PLC

25 Jun 1999

SPRING RAM RECOMMENDS £82 MILLION CASH OFFER

SPRING RAM RECOMMENDS £82 MILLION CASH OFFER BY US INDUSTRIES

The Spring Ram Corporation PLC ("Spring Ram"), a leading UK manufacturer of bathroom and kitchen products, and US Industries, Inc. ("USI") yesterday announced that agreement had been reached on the terms of a recommended cash offer for Spring Ram. The offer values the whole of the issued ordinary share capital of Spring Ram at approximately £82 million. Simmons & Simmons acted on behalf of Spring Ram. Formed from the demerger from Hanson plc in 1995, USI is a US-based company listed on the New York Stock Exchange which distributes a broad range of commercial and industrial products.

Simmons & Simmons received instructions from Spring Ram only fourteen days prior to yesterday's announcement of the deal. Simmons & Simmons is currently advising Wal-Mart Stores, Inc. on its £6.7 billion recommended cash offer for Asda Group plc, the UK's largest ever all cash offer. In that deal, the firm received instructions from Wal-Mart only seven days prior to announcement of the deal.

The Simmons & Simmons team was led by Head of Corporate Finance Stuart Evans and included partner Charles Fuller, Grant Macpherson, Adrian Mayer, Jason Daniel and Patrick Casey (Corporate Finance); Becket McGrath (EC/Competition); partner Nick Cronkshaw (Tax); partner Paul Hale (Share Options/Pensions); and partner Nick Fisher (Banking).

Stuart Evans commented:

"In the last eighteen months we have seen a very substantial increase in the number of transatlantic M&A transactions, and it is particularly gratifying to be playing a key role in these developments. This latest deal again demonstrates our ability to deliver in the international corporate finance arena."

Other advisers to the transaction included N M Rothschild & Sons Limited (for Spring Ram), Credit Suisse First Boston (Europe) Limited (for USI), Slaughter and May (for USI) and Linklaters & Alliance (for Credit Suisse First Boston (Europe) Limited).

Simmons & Simmons has recently acted for a number of US acquirers of UK companies including advising Global TeleSystems Group on its offer for Esprit Telecom Group, MacDermid Inc. on its offer for W. Canning, and IMPAC Group on its offer for Tinsley Robor.

ENDS Notes for editors:

1. Simmons & Simmons is worldclass law firm with offices in London, Paris, Brussels, Düsseldorf, Lisbon, Milan, Rome, Madrid, Abu Dhabi, Hong Kong, Shanghai and New York with over 1,400 staff worldwide. For further information on Simmons & Simmons please visit our website at www.simmons-simmons.com.

2. The Corporate Department at Simmons & Simmons comprises over 220 legal staff (115 in London), including 47 partners (27 in London). It advises on the whole range of corporate finance activity, and mergers and acquisitions as well as other corporate law matters for listed and unlisted companies, in the United Kingdom and overseas.