RHJ INTERNATIONAL ENTERS INTO NON-BINDING LETTER OF

							                                          

                                                                        PRESS RELEASE
                                                                            Regulated Information

                                                                      For immediate distribution



  RHJ INTERNATIONAL ENTERS INTO NON-BINDING LETTER OF INTENT TO
   PURCHASE MAJORITY OF ASSETS FROM METALDYNE CORPORATION
                 FOLLOWING ITS CHAPTER 11 FILING


Brussels, May 28, 2009 - RHJ International (NYSE-EURONEXT: RHJI) announced today that
Metaldyne Corporation (“Metaldyne”), a wholly owned subsidiary of Asahi Tec Corporation
(“Asahi Tec”), has filed a voluntary petition to reorganize under Chapter 11 of the U.S.
Bankruptcy Code. Asahi Tec, which was not part of the filing, is owned 60.1% by RHJI, and is
one of six RHJI portfolio companies. Asahi Tec’s assets and capital structure are separate from
Metaldyne, and it is now focusing on its Japanese business needs and opportunities. Metaldyne,
filed for Chapter 11 in order to address its liquidity needs and to facilitate a financial
restructuring. Further details can be found in the attached press release from Metaldyne.

RHJI also announced that it has signed a non-binding Letter of Intent (“LOI”) to purchase a
majority of Metaldyne’s assets under a court-supervised sale process pursuant to Section 363 of
the U.S. Bankruptcy Code. Under the Section 363 process, interested parties will have an
opportunity to submit higher and better offers for the Metaldyne assets. The proposed transaction
is also subject to execution of a definitive asset purchase agreement, court approval, and other
customary conditions.

Under terms of the LOI, RHJI has proposed purchasing certain North American assets of
Metaldyne’s Sintered Products, Vibration Control Products and Powertrain Products business
units, as well as the European assets of those business units and the European Forging Products
business unit. The transaction is valued at approximately $100 million, consisting of $25m cash;
the issuance of a new $50m term note; the roll over of an existing demand note of approximately
$20m, owed by Metaldyne to RHJI; and the assumption of some liabilities. In addition, RHJI has
agreed to inject additional cash into the newly formed entity that will acquire the Metaldyne
assets to help ensure that it can meet its short-term liquidity needs. RHJI views its proposed
investment as an opportunity to position the acquired Metaldyne assets for long-term success, for
the lasting benefit of employees, customers and suppliers.
About Asahi Tec
RHJI currently owns 60.1 percent of the equity of Asahi Tec Corporation. Established in 1938,
Asahi Tec primarily designs, manufactures and sells ductile iron cast autoparts for truck and
construction machinery OEMs, aluminum casting parts for truck automobile OEMs and
aluminum wheels for automobile OEMs. Asahi Tec also designs, manufactures and sells
environmental systems, equipment and development technologies used by local governments and
municipalities and electrical hardware and equipment used by electricity generators. For more
information, please visit www.asahitec.co.jp.

About Metaldyne Corporation
Metaldyne is a leading global designer and supplier of metal-based components, assemblies and
modules for transportation related powertrain and chassis applications including engine,
transmission/transfer case, wheel-end and suspension, axle and driveline, and noise and vibration
control products to the motor vehicle industry. For more information, please visit
www.metaldyne.com.


About RHJ International:
RHJ International (Euronext: RHJI) is a limited liability company incorporated under the laws of
Belgium, having its registered office at Avenue Louise 326, 1050 Brussels, Belgium. It is a
diversified holding company focused on creating long-term value for its shareholders by
acquiring and operating businesses in Japan and elsewhere. For further information visit:
www.rhji.com.

For further information please contact:

Arnaud DENIS
Investor Relations Director
Tel: +32 2 643 60 13
E-mail: adenis@rhji.com

This press release contains certain forward-looking statements concerning the Company's operations, economic performance
and financial condition. Such forward-looking statements are based on management’s current expectations, estimates and
projections and are subject to a number of assumptions and involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such forward-looking statements. The Company has no
obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after
the date of this press release.
                                               For more information, contact:

                                               Media Calls:
                                               Marge Sorge
                                               734-578-6507

                                               David Lawson
                                               734-207-6578



             Metaldyne Files for Chapter 11 Bankruptcy Protection,
     Reaches Non-Binding Agreement to Sell Businesses as Going Concerns


       Plymouth Mich. – May 27, 2009 – Metaldyne Corporation today announced that

to address liquidity needs and facilitate a restructuring, the company and its U.S.

subsidiaries have filed voluntary petitions in the United States Bankruptcy Court for the

Southern District of New York under Chapter 11 of the U.S. Bankruptcy Code. The filing

does not include the company’s non-U.S. entities or operations. Asahi Tec Corporation,

Metaldyne’s parent company, is not part of the Chapter 11 filing.

       In connection with its Chapter 11 filing, Metaldyne has entered into two non-

binding Letters of Intent (“LOI”) to sell a majority of its assets as going concerns under a

court-supervised sale process under the U.S. Bankruptcy Code.

       RHJ International (RHJI) and The Carlyle Group, two well-respected private

equity firms, have separately submitted letters of intent to purchase different portions of
Metaldyne assets. RHJI has a majority stake in Asahi Tec, Metaldyne’s parent

company. Metaldyne believes that the decision of RHJI and Carlyle to step in and

submit bids for the majority of the company’s assets is a vote of confidence in its

business and its employees.

       Metaldyne has been advised that Asahi Tec will now focus on its Japanese

businesses and will no longer continue its economic support for Metaldyne

       “We are grateful for the support Asahi Tec has provided since it purchased

Metaldyne in 2007, particularly in connection with how Asahi Tec helped us to eliminate

approximately $400 million of debt from our balance sheet,” said Thomas A. Amato,

Metaldyne chairman, president and CEO.

       Metaldyne was highly leveraged before being acquired by Asahi Tec. Since the

acquisition, Asahi Tec has contributed to the significant deleveraging of Metaldyne, from

its original debt of just under $1 billion to long-term debt today of less than $600 million.

       “Unfortunately, despite this significant debt reduction, the impact from the

macroeconomic environment of declining industry volumes, a tight credit market and the

uncertainty in the marketplace were simply too large to overcome without a broader in-

court restructuring,” Amato said.

       Under terms of the RHJI LOI, RHJI has proposed a purchase of certain North

American and European assets of Metaldyne’s Sintered Products, Vibration Control

Products and Powertrain Products business units, as well as the European Forging

Products business unit. The RHJI transaction provides consideration consisting of up to

$25 million in cash; the issuance of a new $50 million term note by the newly formed

entity; the rollover of an existing demand note of approximately $20 million owed by
Metaldyne's German subsidiary to RHJI and the assumption of certain intercompany

obligations relating to that note, and the assumption of certain other liabilities. In

addition, RHJI has agreed to inject additional cash into the newly formed entity that will

acquire the Metaldyne assets to help ensure that it can meet its short-term liquidity

needs.

       Under the terms of its LOI, Carlyle has proposed a purchase of certain of

Metaldyne's Chassis business assets in the United States, Mexico and Spain.

       Under the bankruptcy sale process, the proposed transactions are subject to

execution of definitive purchase agreements, court approval and other customary

conditions. Interested parties will have an opportunity to submit higher and better offers

for Metaldyne’s assets. Metaldyne is seeking other potential buyers for assets not

included in the LOIs and will continue to work with its customers on other alternatives.

       “Selling operations on a going concern basis is the best way to preserve as many

jobs as possible, best serve our customers and will allow certain of our operations to

emerge from bankruptcy in a matter of months,” said Amato. “The operations we are

selling have strong product portfolios, advanced technologies and continue to perform

well operationally.”

       The decision to file under Chapter 11 came despite extensive restructuring

initiatives implemented by Metaldyne over the last 17 months, including significant cost

reductions with an annualized value of $100 million and the completion of a bond tender

offer which contributed to the de-leveraging of Metaldyne.

       To fund its continuing operations during the restructuring, Metaldyne has secured

an $18.5 million debtor-in-possession (DIP) financing facility that will be provided by
Deutsche Bank AG, New York, and funded through economic participations purchased

by certain of Metaldyne's customers. The lenders under Metaldyne's existing revolving

credit facility have consented to the DIP facility. Subject to court approval, the DIP credit

facility will be used for the company's normal working capital requirements, including

employee wages and benefits, supplier, utility and lease payments, and other operating

expenses during the reorganization process.

       Metaldyne’s restructuring counsel is Jones Day. Its restructuring advisor is

Lazard Freres and its financial advisor is AlixPartners. Metaldyne is also represented

by Foley & Lardner as conflicts counsel.

       For access to certain court documents and other information about Metaldyne’s

Chapter 11 case, please visit www.metaldynerestructuring.com.


About Metaldyne

       Metaldyne is a wholly owned subsidiary of Asahi Tec, a Shizuoka, Japan-

based chassis and powertrain component supplier in the passenger car/light

truck and medium/heavy truck segments. Asahi Tec is listed on the Tokyo Stock

Exchange.

       Metaldyne is a leading global designer and supplier of metal based

components, assemblies and modules for transportation related powertrain and

chassis applications including engine, transmission/transfer case, wheel end and

suspension, axle and driveline, and noise and vibration control products to the

motor vehicle industry.
        Headquartered in Plymouth, Mich., Metaldyne had revenues in 2008 of

approximately $1.57 billion. Metaldyne employs more than 4,400 employees at

33 facilities in 14 countries. For more information go to www.metaldyne.com.


Forward Looking Statement
         This press release contains statements that are not statements of historical fact, but
instead are forward-looking statements, as that term is defined by the federal securities laws. We
caution readers not to place undue reliance on these forward-looking statements, which reflect
management’s expectations, estimates and assumptions based on information available as of the
date hereof. Important factors that could cause actual results to vary materially from those
expressed or implied by the forward-looking statements are set forth in our Annual Report on the
Equivalent of Form 10-K for the fiscal year ended March 31, 2008 and our subsequent Quarterly
Reports, and include: our high degree of leverage; substantial restrictions in our credit facilities
and other debt; declining financial condition of our customers; risks associated with the condition
of our suppliers and subsequent availability of product; adequacy of our liquidity to meet our
obligations and grow our business; seasonal fluctuations in our business and impact on working
capital; our industry’s cyclicality and dependence on general economic conditions; inability to
achieve profitability given our high degree of leverage and resulting interest expense; affordability
of raw materials and components; inability to quickly replace any diminished or lost business due
to the length of the sales process; risks related to termination for convenience provisions in
certain of our customers’ purchase orders and unanticipated cancellation of programs by our
customers; risks associated with our parent company being controlled by a Japanese principal
stockholder and therefore being subject to the regulatory environment for publicly traded
Japanese companies; costs could potentially exceed estimates used in pricing our products; our
employee benefit obligations may negatively impact future liquidity; risks related to international
sales; inability to protect our intellectual property rights; environmental compliance obligations
and liabilities; inability to meet obligations for any product liability and warranty claims;
unanticipated labor stoppages at our facilities or those of our customers; general economic
conditions in the market sector in which we operate, including continued volume deterioration of
our top three customers, changes in interest rates or foreign currency exchanges; impact of the
global financial crisis on our business and liquidity; and potential consolidation, loss or insolvency
of our customers. We do not intend or assume any obligation to update any of these forward-
looking statements.

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