Texon International & Foss Manufacturing Plans to Combine Future Footwear Business

Atlantic News, May 18, 2000

[The following article is courtesy of the Atlantic News

HAMPTON -- Texon International PIC, of Leicester, UK, the leading manufacturer and supplier of footwear materials and components, announced recently that it has reached agreement in principle to acquire the Footwear Business Unit of Foss Manufacturing Company, Inc., of Hampton, a leader in the research and innovation of specialty synthetic fibers and non-woven fabrics.

The transaction remains subject to further due diligence and agreement of detailed contracts. Foss has delivered performance and value in structural components to footwear manufacturers for more than 45 years and is the owner of many of the industry's most popular brands. The transaction will compliment the strengths of both companies by combing their global distribution networks. The total dollar amount of the transaction was not disclosed.

For a combination of cash, debt, and a long-term supply agreement, Texon will acquire the sales, marketing, products, patents and trademarks of Foss' Footwear Business Unit throughout the world with the exception of France, which continues to be under review. "We look forward to the joining of two great sales forces around the world," said Peter Selkirk, CEO of Texon. "By combining our two global distribution networks, we will be able to provide the customers with a wider choice of products as well as an absolutely seamless transition."

Under the proposed transaction, Texon will acquire many of Foss' most popular brands, including (among others) Stytherm® Thermal Counters, New Duralast® K Non-woven Insole, and Wonderflex® TMR Self-Adhesive Thermoplastic Counter Box/Toe.

Texon will also have access to Foss' technology in specialty synthetic fibers and advanced Non-woven fabrics, including FossFibre® with HealthshieldTM, an anti-microbial/anti-fungal technology with applications suited for footwear.

In return, Foss will hold an equity position in Texon and will enter into a long-term supply agreement. All of the existing Foss products will continue to be available to customers, and Foss will continue manufacturing.

"We are thrilled to have a significant partnership with Texon as we work together in the Footwear industry. This transaction will allow Foss to focus on the growth of our fiber and non-woven businesses while still being involved in the footwear industry," said Stephen W. Foss, CEO of Foss Manufacturing Company, Inc. "Our customers should see no interruption in service or supply, but should see an improvement in distribution as we combine our networks."

Foss is the proven leader in the research, innovation and development of specialty synthetic fibers and non-woven fabrics. Foss is a major supplier of non-woven fabrics to the automotive, technical, decorative, retail and specialty synthetic fibers to textile industries throughout the world.

Texon is the world's largest manufacturer and marketer of structural materials essential for the manufacture of footwear. The Company operates a global business, with sales that are widely diversified by geographic region and product line and operates 16 manufacturing facilities in the U.K., the United States, Germany, France, Italy, Australia and China.