REXENE OPPOSES SHAREHOLDERS' REQUEST FOR SPECIAL MEETING

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Rexene Corp. is asking its shareholders to reject a call put out by two Wall Street arbitrageur firms for a special shareholders' meeting.

Wyser-Pratte & Co. Inc. and Spear, Leeds & Kellogg — who together control 10.1 percent of Rexene's outstanding stock — requested a special shareholders meeting to change the company's board of directors and by-laws. Wyser-Pratte is the leading shareholder in the fray.

The arbitrageurs want the company to respond to a $16 per share bid that Huntsman Corp. made for Rexene.

Citing a three-part program that they believe will enhance Rexene's shareholder value beyond $16 per share, Rexene's managers filed a statement with the U.S. Securities and Exchange Commission stating their opposition to the special shareholders' meeting.

The three-part program includes: expansion, cost-cutting and efficiency actions that will increase Rexene's production of ethylene by 50 percent while lowering costs by $25 million a year by early 1999; the building of an octene-based linear low density polyethylene facility by mid-1998; and the start-up in the last week of December of a $75 million flexible polyolefins facility in Odessa, Texas.

``All three of these projects are under way,'' Neil Devroy, spokesman for Rexene, said in a recent telephone interview from Rexene's headquarters in Dallas.

``The flexible polyolefins facility will contribute significantly to shareholder value in 1997, and the other projects will contribute to shareholder value on a quarter-by-quarter basis over the next two years,'' Devroy said.

Rexene's managers stated in their letter to shareholders they would not oppose a fully financed cash offer for the company.

A spokesman for Wyser-Pratte said the firm will continue its call for a special shareholders' meeting, and added that the firm is ``gratified that the board of Rexene is beginning to respond to shareholder pressure to sell the company for $16 per share.''

A spokesman for Huntsman declined to comment on the situation between Rexene and Wyser-Pratte.

Huntsman made three offers for Rexene since July. Rexene's stock was trading at $9.25 per share the day before Huntsman made its first offer.

Rexene's stock closed at $14 Jan. 15.