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Marathon, Ashland sign closing agreement with IRS for MAP

HOUSTON -- Marathon Oil Corp. and Ashland Inc. announced yesterday that the companies have entered into a closing agreement with the U.S. Internal Revenue Service (IRS) which provides for the treatment of certain tax issues related to the transaction in which Marathon will acquire Ashland's 38% interest in Marathon Ashland Petroleum LLC (MAP).

The companies also have been informed by the U.S. Federal Trade Commission (FTC) that it has granted early termination of the Hart-Scott-Rodino Act waiting period. Finalization of the agreement with the IRS and [image-nocss] the FTC early termination satisfy two of the conditions necessary for the closing of the transaction. Remaining closing conditions include Ashland shareholder approval, and Ashland public debt holder consents.

On April 28, 2005, Marathon and Ashland announced that the companies had entered into a modified agreement under which Marathon will acquire Ashland's interest in MAP and certain other complementary Ashland businesses for total consideration of an estimated $3.7-3.9 billion. The companies anticipate closing the transaction on June 30, 2005, subject to the satisfaction of the conditions listed above. Following the closing of this transaction, Marathon will become the sole owner of MAP.

In addition to acquiring Ashland's minority interest in MAP, Marathon also will acquire Ashland's maleic anhydride business, including the company's plant located in Neal, W.Va., adjacent to MAP's Catlettsburg, Ky., refinery, as well as a portion of its Valvoline Instant Oil Change business, consisting of 60 retail outlets located in Michigan and Ohio. While not part of MAP, these additional businesses are complementary to MAP's business.

Factors that could affect the acquisition include Ashland shareholder approval, Ashland public debt holder consents, and updated Ashland solvency opinions.

In connection with the proposed transfer to Marathon by Ashland of its interest in MAP and other related businesses, each of Marathon, New EXM Inc. and ATB Holdings Inc. has filed with the U.S. Securities & Exchange Commission (SEC) a registration statement on Form S-4, as amended, that included a preliminary proxy statement of Ashland and a prospectus of Marathon, New EXM and ATB Holdings.

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