Gleason Acquired as Joint Tender Offer Goes Through

Torque Acquisition Co L.L.C., a wholly owned subsidiary of Vestar Capital Partners IV, L.P., and Gleason Corporation (Rochester, NY) have announced that they have accepted for purchase and payment pursuant to their joint tender offer to purchase all of the outstanding shares of common stock at a purchase price of $23.00 per share. The tender offer will be followed by a merger between the company and Torque Merger Sub Inc., a wholly owned subsidiary of Acquisition Company.

The public stockholders of the Company who did not tender their shares in the offer and who do not seek appraisal of their shares pursuant to the applicable provisions of Delaware law will have their shares converted into the right to receive the same $23.00 per share. A special meeting of the company's shareholders to vote upon the merger is expected to be held in late March 2000. As a result of the purchase of shares in the offer, a favorable vote on the merger is assured.

Gleason's principal business activity is the development, manufacture and sale of gear production machinery and related equipment. The gears produced by the company's machines are used in drive trains of automobiles, sport utility vehicles, trucks, buses, aircraft and marine, agricultural and construction machinery. The company has manufacturing operations in Rochester, NY,; Rockford, IL; Plymouth, England; Munich and Ludwigsburg, Germany; Bangalore, India; and Biel, Switzerland, and has sales and service offices throughout the United States and Europe and in the Asia-Pacific region.