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Cooper announces fixed spread tender offer

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Cooper Tire & Rubber Co. has commenced a fixed spread tender offer to purchase -- for cash -- any and all of the $350 million aggregate principal amount outstanding of its 7.75% notes due in 2009.

The tender offer is scheduled to expire at 5 p.m. New York City (NYC) time on Friday, May 20, 2005, unless extended. It is made upon the terms, and subject to the conditions, set forth in the Offer to Purchase dated May 9, 2005.

The purchase price for each $1,000 principal amount of notes tendered and accepted for payment pursuant to the tender offer will be determined at 2 p.m., NYC time, on the second business day prior to the expiration date; the price determination date is expected to be May 18, 2005.

The purchase price of the notes will be determined on the basis of a yield to maturity of the notes equal to:

* the sum of the bidside yield of the reference security, plus

* the fixed spread.

The reference security will be the 3.5% United States Treasury Note due Dec. 15, 2009, and the fixed spread will be 160 basis points.

In addition, holders who validly tender and do not validly withdraw their notes will be paid any accrued and unpaid interest from the last interest payment date up to, but not including, the settlement date.

Settlement of the tender offer is expected to occur on the third business day following the expiration date. The company says it "expects to use available funds to purchase securities tendered pursuant to the tender offer."

Cooper has retained Banc of America Securities LLC to serve as "dealer manager" for the tender offer, and Global Bondholder Services Corp. to serve as the depositary and information agent for the tender offer.

Holders may withdraw their tenders prior to 5 p.m. NYC time, on the expiration date, but not thereafter, except as may be required by law.

Requests for documents may be directed to Global Bondholder Services by telephone at (866) 294-2200 or (212) 430-3774, or in writing at 65 Broadway, Suite 704, New York, NY 10006.

Questions regarding the tender offer may be directed to Banc of America Securities at (866) 475-9886 or (704) 388-2605.

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