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Park-Ohio Industries, Inc. Announces Extension Of Cash Tender Offer And Consent Solicitation For Its Senior Subordinated Notes

CLEVELAND, March 31, 2011 /PRNewswire/ -- Park-Ohio Industries, Inc., a subsidiary of Park-Ohio Holdings Corp. (NASDAQ: PKOH), announced today that it had extended both the expiration time (the "Expiration Time") for its previously announced cash tender offer for its outstanding 8-3/8% Senior Subordinated Notes due 2014 (CUSIP Nos. 700677AJ6 and 700677AK3) and the consent deadline (the "Consent Deadline") for the related consent solicitation to amend the indenture governing the notes to midnight, New York City time, on April 6, 2011. The tender offer and consent solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement and a related Consent and Letter of Transmittal, dated March 8, 2011 (as amended by this press release, the "Offer to Purchase").

Tendered notes may be withdrawn and consents may be revoked in accordance with the terms of the tender offer prior to the Consent Deadline.

The total consideration offered to holders of notes in the tender offer and consent solicitation is an amount, payable in cash, equal to $1,030.42 for each $1,000 principal amount of the notes validly tendered and accepted for purchase, plus accrued and unpaid interest to, but not including, the settlement date.  The total consideration includes a consent premium of $30.00 for each $1,000 principal amount of notes accepted for purchase that were validly tendered and not withdrawn prior to the Consent Deadline.  If the Expiration Time is extended but the Consent Deadline is not also extended, holders that tender their notes after the Consent Deadline but prior to the Expiration Time will be eligible to receive $1,000.42 for each $1,000 principal amount of notes validly tendered and accepted for payment, plus accrued and unpaid interest to, but not including, the settlement date.

Consummation of the tender offer is conditioned upon the financing of the new long-term debt issuance on terms and conditions satisfactory to Park-Ohio Industries as well as other general conditions.  The exact terms and conditions of the tender offer and consent solicitation are specified in, and qualified in their entirety by, the Offer to Purchase and related materials distributed to holders of the notes.  

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