GP Strategies Announces Signing of Merger Agreementwith an Affiliate of Veronis, Suhler &...

NEW YORK--(BUSINESS WIRE)--Oct. 6, 1999--

GP Strategies Corporation (NYSE:GPX) announced today that its Board of Directors, based in part on the unanimous recommendation of the Special Negotiating Committee of the Board, has approved a merger with VS&A Communications Partners III, L.P.,

an affiliate of Veronis, Suhler & Associates Inc., in which the holders of outstanding shares of Common Stock and Class B Capital Stock of the Company will receive $13.75 per share (which includes $.01 per share to be paid upon redemption of the associated rights), payable in cash upon consummation of the merger.

Certain members of the Company management are participating in the transaction with VS&A Communications Partners III, L.P. and have agreed to vote in favor of the merger.

The Special Negotiating Committee has received an opinion of CIBC World Markets Corp. to the effect that the consideration to be received in the merger by the holders of the Company's common stock is fair, from a financial point of view.

The Company has executed a definitive merger agreement which contains customary "no-shop" and break-up fee provisions. The merger is subject to a number of conditions, including the approval of the stockholders of the Company, and there can be no assurances that the merger, or any other transaction, will be consummated at the prices contained in the merger agreement or at all.