ITW to Acquire Foilmark, Inc.

Apr 11, 2001, 01:00 ET from Illinois Tool Works Inc.

    GLENVIEW, Ill. and NEWBURYPORT, Mass., April 11 /PRNewswire/ -- Illinois
 Tool Works Inc. (NYSE:   ITW) and Foilmark, Inc. (Nasdaq:   FLMK) today announced
 the signing of a definitive merger agreement under which ITW will acquire
 Foilmark.
     Under the terms of the merger agreement approved by Foilmark's Board of
 Directors, ITW, through a subsidiary, will commence a cash tender offer to
 purchase all outstanding shares of common stock of Foilmark for $6.36 per
 share.  The transaction is subject to customary conditions, including the
 valid tender of at least a majority of Foilmark's outstanding shares (on a
 fully diluted basis).  Following completion of the tender offer, any shares
 not purchased in the tender offer will be acquired for the same price in cash
 in a second-step merger.
     "We believe the contemplated transaction will provide significant value
 realization to Foilmark's shareholders," said Robert J. Simon, Chairman of the
 Board of Directors of Foilmark.  "ITW is one of the most respected
 manufacturing companies in the United States and is deeply committed to our
 business in the long term," said Frank J. Olsen, Jr., President & Chief
 Executive Officer of Foilmark.
     Foilmark, Inc. designs, manufactures and markets hot stamp foil (pigment,
 metallic, holographic and gravure printed), holographic security products,
 holographic packaging products and pad printing machines and consumables
 worldwide.
     ITW is a $10 billion diversified manufacturer of highly engineered
 components and industrial systems.  The company consists of approximately 600
 decentralized operations in 43 countries and employs 55,300 people.
     The tender offer described in this press release has not yet commenced,
 and this press release is neither an offer to purchase nor a solicitation of
 an offer to sell securities.  Any tender offer will be made only through an
 offer to purchase and related letter of transmittal.  Illinois Tool Works Inc.
 intends to file a tender offer statement on Schedule TO with the Securities
 and Exchange Commission ("SEC") no later than April 24, 2001.  Investors and
 security holders are strongly advised to read the tender offer statement
 regarding the tender offer referred to in this press release, if and when such
 document is filed and becomes available, because it will contain important
 information.
     Any such tender offer statement would be filed by Illinois Tool Works Inc.
 with the SEC.  Investors and security holders may obtain a free copy of the
 tender offer statement (if and when filed and available) and other relevant
 documents on the SEC's web site at: www.sec.gov.  Any such tender offer
 statement and related materials may also be obtained for free by directing
 such requests to Illinois Tool Works Inc. at (847) 657-4104.
 
 

SOURCE Illinois Tool Works Inc.
    GLENVIEW, Ill. and NEWBURYPORT, Mass., April 11 /PRNewswire/ -- Illinois
 Tool Works Inc. (NYSE:   ITW) and Foilmark, Inc. (Nasdaq:   FLMK) today announced
 the signing of a definitive merger agreement under which ITW will acquire
 Foilmark.
     Under the terms of the merger agreement approved by Foilmark's Board of
 Directors, ITW, through a subsidiary, will commence a cash tender offer to
 purchase all outstanding shares of common stock of Foilmark for $6.36 per
 share.  The transaction is subject to customary conditions, including the
 valid tender of at least a majority of Foilmark's outstanding shares (on a
 fully diluted basis).  Following completion of the tender offer, any shares
 not purchased in the tender offer will be acquired for the same price in cash
 in a second-step merger.
     "We believe the contemplated transaction will provide significant value
 realization to Foilmark's shareholders," said Robert J. Simon, Chairman of the
 Board of Directors of Foilmark.  "ITW is one of the most respected
 manufacturing companies in the United States and is deeply committed to our
 business in the long term," said Frank J. Olsen, Jr., President & Chief
 Executive Officer of Foilmark.
     Foilmark, Inc. designs, manufactures and markets hot stamp foil (pigment,
 metallic, holographic and gravure printed), holographic security products,
 holographic packaging products and pad printing machines and consumables
 worldwide.
     ITW is a $10 billion diversified manufacturer of highly engineered
 components and industrial systems.  The company consists of approximately 600
 decentralized operations in 43 countries and employs 55,300 people.
     The tender offer described in this press release has not yet commenced,
 and this press release is neither an offer to purchase nor a solicitation of
 an offer to sell securities.  Any tender offer will be made only through an
 offer to purchase and related letter of transmittal.  Illinois Tool Works Inc.
 intends to file a tender offer statement on Schedule TO with the Securities
 and Exchange Commission ("SEC") no later than April 24, 2001.  Investors and
 security holders are strongly advised to read the tender offer statement
 regarding the tender offer referred to in this press release, if and when such
 document is filed and becomes available, because it will contain important
 information.
     Any such tender offer statement would be filed by Illinois Tool Works Inc.
 with the SEC.  Investors and security holders may obtain a free copy of the
 tender offer statement (if and when filed and available) and other relevant
 documents on the SEC's web site at: www.sec.gov.  Any such tender offer
 statement and related materials may also be obtained for free by directing
 such requests to Illinois Tool Works Inc. at (847) 657-4104.
 
 SOURCE  Illinois Tool Works Inc.