HEXCEL AND CIBA COMPOSITES TRANSACTION CLOSES; Combination Creates Composite Materials and...

PLEASANTON, Calif. and BASLE, Switzerland--(BUSINESS WIRE)-- February 29, 1996--Hexcel Corporation (NYSE/PSE: "HXL") and Ciba-Geigy Limited ("Ciba") jointly announced today that Hexcel has completed its combination with Ciba Composites.

In exchange for Ciba's Composites business, which includes prepregs,

honeycomb, structures, film adhesives, panels and interiors, Ciba received approximately 18 million newly issued shares of Hexcel's common stock, representing 49.9 percent of Hexcel's common equity, and $25 million in cash. Following completion of a closing date audit, Hexcel will deliver to Ciba approximately $43 million in senior subordinated notes, subject to certain adjustments as provided for in the strategic alliance agreement. Hexcel stockholders approved the issuance of the shares of common stock to Ciba at a meeting of stockholders held on February 21, 1996.

The cash component of Hexcel's obligations was funded in part with borrowings under a new $175 million revolving credit facility administered by Citibank as administrative agent and Credit Suisse as syndication agent.

Management of the combined company -- which specializes in lightweight, high-performance composite materials, parts and structures for the aerospace, recreation and general industrial markets --believes it is well positioned to meet changing customer needs in a rapidly evolving, increasingly challenging and competitive environment. The company retains the Hexcel Corporation name and will continue to trade on the New York and Pacific Stock Exchanges under the symbol "HXL." The new Hexcel is expected to be a major global presence in the composite materials and structures industries and would have generated, on a pro forma combined basis, 1995 sales in excess of $675 million.

John J. Lee, Chairman and CEO of Hexcel said, "The successful completion of this transaction brings together two very complementary businesses, creating a major global presence in both the composite materials and structures industries. In combination with our new business structure, this transaction positions Hexcel to meet the market challenges of a changing industry and to capitalize on opportunities for growth."

Juergen Habermeier, President of Hexcel added, "Hexcel will be able to leverage the most advanced technologies to deliver a more diversified product line to customers and unique technological solutions for their changing needs. We have the manufacturing base, the management team and the geographic reach to energetically address emerging opportunities in the markets we are serving."

In announcing the closing of the transaction, Hexcel also confirmed the senior management and business structure of the Company moving forward. As previously disclosed, John J. Lee has been named Chairman and Chief Executive Officer and Juergen Habermeier has been named President and Chief Operating Officer. In addition, Stephen C. Forsyth will serve as Senior Vice President of Finance and Administration. Both Dr. Habermeier and Mr. Forsyth will report directly to Mr. Lee.

Under the new business structure, corporate functions, including Finance, Human Resources, Corporate Affairs and Legal Affairs, will report to Mr. Lee, either directly or through Mr. Forsyth.

Hexcel will be organized into eight business units and activities -- U.S. Materials, Euro Materials, Fabrics, Pacific Rim, Interiors, Special Processes, Structures and Research & Technology -- all reporting to Dr. Habermeier. (See attached chart).

Hexcel Corporation is an international developer and manufacturer of honeycomb, prepregs, film adhesives, RTM/RFI composite systems, panels, interiors, structures, and reinforcement fabrics used in the commercial aerospace, space and defense, recreation and general industrial markets.

Ciba is a world wide leading biological and chemical group dedicated to satisfying needs in healthcare, agriculture and industry. In 1995 the company generated sales of 20,699 million Swiss francs, of which its Composites division generated U.S. $331 million. -0-

Hexcel Business Units and Activities

Hexcel Composites James A. Koshak , President U.S. Materials Designer and manufacturer of prepregs,

aerospace and industrial panels, film

adhesives and honeycomb materials with

facilities in Anaheim, Dublin and Livermore,

California; Casa Grande, Arizona and

Lancaster, Ohio.

Hexcel Composites William Hunt, President Euro Materials Designer and manufacturer of prepregs,

aerospace and industrial panels, film

adhesives, honeycomb materials and RTM/RFI

composite systems with facilities in Duxford

and Swindon, England; Welkenraedt, Belgium;

Lyon, France; and Neumarkt, Austria.

Hexcel Fabrics Claude Genin, President Designer and

manufacturer of reinforcement

fabrics with facilities in

Lyon, France and Seguin, Texas.

Hexcel Pacific Rim Thomas J. Lahey, President

Business development of Hexcel products in the

Asia-Pacific region with offices in Pleasanton,

California; Tokyo, Japan; Taipei, Taiwan; and

Sydney, Australia.

Hexcel Interiors David Tanonis, Vice President

Designer and manufacturer of Heath Tecna

aircraft interior product lines

with facilities in Kent and

Bellingham, Washington.

Hexcel Special Gary L. Sandercock, President Processes Designer and manufacturer of machined and

fabricated honeycomb parts with facilities in

Pottsville, Pennsylvania, Burlington and

Bellingham, Washington, and Welkenraedt, Belgium

Hexcel Structures Michael Carpenter, Vice President

Designer and manufacturer of the Heath Tecna

structural product lines with facilities in Kent,

Washington and Brindisi, Italy.

Hexcel Research Dr. Robert A. Petrisko, Corporate Vice President & Technology Research and technology development based in

Dublin, California with operations

throughout the company.

CONTACT: Hexcel Corporation

Tara Owen

212-484-7724

or

For Ciba-Geigy:

In the U.S.:

Media Relations

Mark Ryan

914-785-4050

or

In Switzerland:

Kai Romot

+41 61 696 4444

or

Investor Relations:

Joseph Schepers

914-785-4121