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Notice of Reference Yields and Total Purchase Prices for Ashland Inc. Debt Tender Offers

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06/28/2005

Notice of Reference Yields and Total Purchase Prices for Ashland Inc. Debt Tender Offers

COVINGTON, Ky., June 28 /PRNewswire-FirstCall/ -- Ashland Inc. (NYSE: ASH) ("Ashland") announced today the following reference yields and total purchase prices in respect of each of the following of its notes (having the CUSIP Nos. specified in the table below): 6.625% Senior Notes, 8.80% Debentures, 9.35% Series B Medium-Term Notes, 9.20% Series D Medium-Term Notes, Series E Medium- Term Notes, Series F Medium-Term Notes, Series G Medium-Term Notes, 6.86% Series H Medium-Term Notes and 7.83% Series J Medium-Term Notes (collectively, the "Notes"), in each case determined as of 2 p.m., New York time, on June 27, 2005, in the manner described in Ashland's Offer to Purchase and Consent Solicitation Statement dated June 1, 2005 (the "Offer to Purchase"). Each of the following Total Purchase Prices includes the consent payment equal to $20 for each $1,000 of principal of the Notes validly tendered at or prior to the applicable consent payment deadline and accepted for payment pursuant to the applicable tender offer as described in the Offer to Purchase. The purchase price for Notes validly tendered after the applicable consent payment deadline will be the applicable Total Purchase Price described below less $20 for each $1,000 of principal of such Notes.

 

(Logo: http://www.newscom.com/cgi-bin/prnh/20040113/ASHLANDLOGO )

In addition to the applicable Total Purchase Price, Ashland will pay accrued and unpaid interest on tendered and accepted Notes up to, but not including, the applicable settlement date in accordance with the terms and subject to the conditions for the Offer to Purchase.

                                      U.S.     U.S.     Fixed
Treasury Treasury Spread
Refer- Refer- (in Refer- Total
Title of ence ence basis ence Purchase
Series Securities CUSIP Security Yield points) Yield Price
6.625% 6.625% 3.375%
Senior Senior U.S.
Notes Notes due 044204AC9 Treasury
February 15, Note due 3.608% 56 4.168% $1060.43
2008 February
15, 2008
8.800% 8.800% 4.125%
Deben- Debentures U.S.
tures due 044540AH5 Treasury
November 15, Note due 3.896% 58 4.476% $1268.98
2012 May 15,
2015
Series B 9.350% 4.125%
Notes Medium-Term U.S.
Notes due 04454CAJ5 Treasury
January 24, Note due 3.896% 117 5.066% $1416.68
2019 May 15,
2015
Series D 9.200% 1.50%
Notes Medium-Term U.S.
Notes due 04454CBF2 Treasury
April 24, Note due 3.417% 30 3.717% $1043.76
2006 March
31, 2006
Series E 7.000% 3.75%
Notes Medium-Term U.S.
Notes due 04454CCX2 Treasury
July 30, Note due 3.605% 60 4.205% $1080.07
2008 May 15,
2008
8.880% 5.0%
Medium-Term U.S.
Notes due 04454CBU9 Treasury
December 27, Note due 3.728% 70 4.428% $1248.80
2011 August
15, 2011
8.700% 5.0%
Medium-Term U.S.
Notes due 04454CBV7 Treasury
December 30, Note due 3.728% 70 4.428% $1239.01
2011 August
15, 2011
8.620% 5.0%
Medium-Term U.S.
Notes due 04454CBW5 Treasury
January 16, Note due 3.728% 70 4.428% $1235.94
2012 August
15, 2011
8.990% 4.875%
Medium-Term U.S.
Notes due 04454CCH7 Treasury
April 13, Note due 3.754% 73 4.484% $1261.19
2012 February
15, 2012
8.960% 4.875%
Medium-Term U.S.
Notes due 04454CCJ3 Treasury
April 25, Note due 3.754% 73 4.484% $1260.53
2012 February
15, 2012
8.250% 4.125%
Medium-Term U.S.
Notes due 04454CCU8 Treasury
February 12, Note due 3.896% 61 4.506% $1239.17
2013 May 15,
2015
9.080% 4.125%
Medium-Term U.S.
Notes due 04454CCG9 Treasury
March 31, Note due 3.896% 62 4.516% $1295.89
2013 May 15,
2015
7.720% 4.125%
Medium-Term U.S.
Notes due 04454CCW4 Treasury
July 15, Note due 3.896% 66 4.556% $1211.06
2013 May 15,
2015
7.730% 4.125%
Medium-Term U.S.
Notes due 04454CCV6 Treasury
July 15, Note due 3.896% 66 4.556% $1211.73
2013 May 15,
2015
7.650% 4.125%
Medium-Term U.S.
Notes due 04454CCZ7 Treasury
August 5, Note due 3.896% 66 4.556% $1207.59
2013 May 15,
2015
7.750% 4.125%
Medium-Term U.S.
Notes due 04454CCY0 Treasury
August 6, Note due 3.896% 113 5.026% $1259.13
2018 May 15,
2015
8.810% 5.375%
Medium-Term U.S.
Notes due 04454CCM6 Treasury
June 3, Note due 4.188% 104 5.228% $1399.08
2022 February
15, 2031
8.780% 5.375%
Medium-Term U.S.
Notes due 04454CCN4 Treasury
June 10, Note due 4.188% 104 5.228% $1396.01
2022 February
15, 2031
7.150% 5.375%
Medium-Term U.S.
Notes due 04454CDC7 Treasury
September 2 Note due 4.188% 112 5.308% $1213.44
0, 2023 February
15, 2031
Series F 7.900% 2.75%
Notes Medium-Term U.S.
Notes due 04454CDG8 Treasury
August 5, Note due 3.484% 31 3.794% $1043.77
2006 July 31,
2006
7.790% 2.75%
Medium-Term U.S.
Notes due 04454CDH6 Treasury
August 9, Note due 3.484% 31 3.794% $1043.02
2006 July 31,
2006
8.430% 6.5%
Medium-Term U.S.
Notes due 04454CDJ2 Treasury
October 18, Note due 3.510% 33 3.840% $1,057.72
2006 October
15, 2006
8.230% 3.625%
Medium-Term U.S.
Notes due 04420QAF3 Treasury
February 26, Note due 3.581% 37 3.951% $1067.99
2007 April
30, 2007
7.860% 3.625%
Medium-Term U.S.
Notes due 04420QAJ5 Treasury
March 23, Note due 3.581% 40 3.981% $1064.31
2007 April
30, 2007
8.625% 4.125%
Medium-Term U.S.
Notes due 04420QAC0 Treasury
February 10, Note due 3.896% 85 4.746% $1296.63
2015 May 15,
2015
8.380% 4.125%
Medium-Term U.S.
Notes due 04420QAK2 Treasury
April 1, Note due 3.896% 87 4.766% $1279.33
2015 May 15,
2015
8.630% 5.375%
Medium-Term U.S.
Notes due 04420QAE6 Treasury
February 21, Note due 4.188% 121 5.398% $1388.42
2025 February
15, 2031
1.625%
Series G 7.100% U.S.
Notes Medium-Term Treasury
Notes due 04420QAZ9 Note due 3.130% 19 3.320% $1010.41
October 10, September
2005 30, 2005
7.220% 2.75%
Medium-Term U.S.
Notes due 04420QAT3 Treasury
August 9, Note due 3.484% 31 3.794% $1036.89
2006 July 31,
2006
7.400% 2.375%
Medium-Term U.S.
Notes due 04420QAV8 Treasury
September Note due 3.503% 32 3.823% $1042.28
19, 2006 August
31, 2006
2.5%
7.280% U.S.
Medium-Term Treasury
Notes due 04420QAW6 Note due 3.520% 32 3.840% $1042.01
October 4, September
2006 30, 2006
2.5%
7.250% U.S.
Medium-Term Treasury
Notes due 04420QAX4 Note due 3.520% 32 3.840% $1042.09
October 9, September
2006 30, 2006
2.5%
7.160% U.S.
Medium-Term Treasury
Notes due 04420QAY2 Note due 3.520% 32 3.840% $1040.98
October 9, September
2006 30, 2006
6.990% 2.5%
Medium-Term U.S.
Notes due 04420QBB1 Treasury
November 6, Note due 3.528% 33 3.858% $1040.85
2006 October
31, 2006
6.900% 2.5%
Medium-Term U.S.
Notes due 04420QBC9 Treasury
November 14, Note due 3.528% 34 3.868% $1040.16
2006 October
31, 2006
3.625%
7.710% U.S.
Medium-Term 04420QAN6 Treasury
Notes due Note due 3.581% 45 4.031% $1065.45
May 11, 2007 April
30, 2007
7.200% 3.25%
Medium-Term U.S.
Notes due 04420QBA3 Treasury
October 15, Note due 3.563% 55 4.113% $1066.91
2007 August
15, 2007
7.560% 4.125%
Medium-Term U.S.
Notes due 04420QAS5 Treasury
August 9, Note due 3.896% 98 4.876% $1228.14
2016 May 15,
2015
7.780% 4.125%
Medium-Term U.S.
Notes due 04420QAU0 Treasury
September Note due 3.896% 99 4.886% $1247.72
19, 2016 May 15,
2015
3.875%
Series H 6.860% U.S.
Notes Medium-Term 04420QBD7 Treasury
Notes due Note due 3.692% 58 4.272% $1090.60
May 1, 2009 May 15,
2010
Series J 7.830% 1.50%
Notes Medium-Term U.S.
Notes due 04420QBJ4 Treasury
August 15, Note due 3.028% 16 3.188% $1005.69
2005 July 31,
2005

This news release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The tender offers and consent solicitations are being made only by the Offer to Purchase.

Credit Suisse First Boston LLC is the exclusive Dealer Manager and Solicitation Agent for the tender offers and consent solicitations. Requests for documents may be directed to Georgeson Shareholder Communications Inc., the Information Agent, by telephone at (888) 264-7028 (toll-free) or (212) 440-9800, or in writing at 17 State Street - 10th Floor, New York, New York 10004, Attention: Patrick McHugh. Questions regarding the tender offers or the consent solicitations may be directed to Credit Suisse First Boston LLC at (800) 820-1653 (toll-free) or (212) 325-3784 (collect), or in writing at Eleven Madison Avenue, New York, New York 10010, Attention: Liability Management Group.

About Ashland Inc.

Ashland Inc. (NYSE: ASH) is a Fortune 500 transportation construction, chemicals and petroleum company providing products, services and customer solutions throughout the world. To learn more about Ashland Inc., visit www.ashland.com.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include those that refer to Ashland's expectations about the MAP transaction. Although Ashland believes its expectations are based on reasonable assumptions, it cannot assure the expectations reflected herein will be achieved. The risks, uncertainties, and assumptions include the possibility that Ashland will be unable to fully realize the benefits anticipated from the MAP transaction; the possibility the transaction may not close including as a result of failure of Ashland to obtain the approval of its shareholders and other risks that are described from time to time in the Securities and Exchange Commission (SEC) reports of Ashland, ATB Holdings Inc. and New EXM Inc. Other factors and risks affecting Ashland are contained in Ashland's Form 10-K, as amended, for the fiscal year ended Sept. 30, 2004, filed with the SEC and available on Ashland's Investor Relations website at www.ashland.com/investors or the SEC's website at www.sec.gov. Ashland undertakes no obligation to subsequently update or revise the forward-looking statements made in this news release to reflect events or circumstances after the date of this news release.

Additional Information about the MAP Transaction

The registration statement containing the proxy statement/prospectus relating to the transaction was declared effective by the SEC on May 20, 2005. The definitive proxy statement/prospectus relating to the transaction was filed with the SEC on May 25, 2005 and was mailed on May 27, 2005 to shareholders of record as of May 12, 2005. Investors and security holders are urged to read those documents and any other relevant documents filed or that will be filed with the SEC as they become available, because they contain, or will contain, important information. Security holders may obtain a free copy of the definitive proxy statement/prospectus and other documents filed with the SEC by Ashland, ATB Holdings and New EXM at the SEC's website at www.sec.gov. The definitive proxy statement/prospectus and other documents filed with the SEC by Ashland, ATB Holdings and New EXM may also be obtained for free in the SEC filings section on Ashland's Investor Relations website at www.ashland.com/investors, or by directing a request to Ashland at 50 E. RiverCenter Blvd., Covington, KY 41012. The respective directors and executive officers of Ashland and other persons may be deemed to be participants in solicitation of proxies in respect of the proposed transaction. Information regarding Ashland's directors and executive officers is available in its proxy statement filed with the SEC by Ashland on December 14, 2004. Investors may obtain information regarding the interests of participants in the solicitation of proxies in connection with the transaction referenced in the foregoing information by reading the definitive proxy statement/prospectus.

SOURCE  Ashland Inc.
-0- 06/28/2005
/CONTACT: Media Relations, Ken Gordon, +1-859-815-4195, or mobile,
+1-614-886-4424, or kdgordon@ashland.com, or Investor Relations, Daragh
Porter, +1-859-815-3825, or dlporter@ashland.com /
/Photo: http://www.newscom.com/cgi-bin/prnh/20040113/ASHLANDLOGO
AP Archive: http://photoarchive.ap.org
PRN Photo Desk, photodesk@prnewswire.com/
/Company News On-Call: http://www.prnewswire.com/comp/065263.html /
/Web site: http://www.ashland.com
http://www.ashland.com/investors/
(ASH)
CO: Ashland Inc.
ST: Kentucky
IN: OIL
SU: OFR
JK-MH
-- CLTU030 --
5265 06/28/2005 08:30 EDT http://www.prnewswire.com

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:
Statements in this press release regarding Ashland's business which are not historical
facts are "forward-looking statements" that involve risks and uncertainties. For a
discussion of such risks and uncertainties, which could cause actual results to differ from
those contained in the forward-looking statements, see "Risk Factors" in the Company's
Annual Report or Form 10-K for the most recently ended fiscal year.