HONG KONG, April 28 /PRNewswire/AsiaNet/-- Amway Asia Pacific Ltd. (NYSE: AAP; ASX: AMW) announced that it is commencing today, Monday, April 28, 1997, an issuer tender offer for the purchase by the Company of up to 3.5 million shares of its common stock, par value $.01 per share, representing approximately 5.8 percent of the common stock outstanding. The purchase price for each share of common stock will be $40.875 per share, less the amount of any U.S. withholding tax which may be required to be withheld. The Board of Directors of the Company has adopted a resolution authorizing the Company to conduct the Offer. The Board of Directors believes that the purchase of the shares represents an attractive investment for the Company because the Offer will improve both the earnings per share and the return on equity applicable to the common stock. The Offer also affords the Company the opportunity to mitigate the impact of certain U.S. tax laws by reducing the amount of the Company's cash. The Offer will allow those holders desiring to receive cash for a portion of their shares of common stock an opportunity to do so without the usual transaction costs associated with open market sales. If the number of common shares tendered is in excess of the 3.5 million shares authorized, the common shares offered will be accepted on a pro rata basis. The Offer is for 3.5 million shares of common stock or any lesser number of shares of common stock tendered and not withdrawn. The Company has been informed by its principal shareholders that, except for the Jay and Betty Van Andel Foundation and the Richard and Helen DeVos Foundation, the principal shareholders do not intend to tender any shares owned by them. Each Foundation has informed the Company that it may tender all or any portion of the 998, 824 shares owned by it because of certain tax advantages to the principal shareholders. The principal shareholders, including the Foundations, presently beneficially own, in the aggregate, approximately 83.1 percent of the outstanding common stock. In addition, the Company has been informed by Amway Japan Limited, a Japanese corporation and an affiliate of the Company, that Amway Japan Limited may tender all or a portion of the 972,222 shares of common stock owned by it. The Offer will be made upon the terms and subject to the conditions set forth in the Company's Offer to Purchase dated April 28, 1997 and in the related Letter of Transmittal. Copies of the Offer to Purchase and the Letter of Transmittal will be mailed to all holders of common stock as reflected on the records of the transfer agent for the common stock as of April 23, 1997. Merrill Lynch & Co. is the exclusive Dealer Manager for the Offer. Copies of the Offer to Purchase and the Letter of Transmittal may be obtained from Georgeson & Company Inc., the Information Agent for the Offer, Wall Street Plaza, New York, New York 10005 and will be furnished promptly at the Company's expense. Questions or requests for assistance may be directed to the Information Agent at (800) 223-2064 (banks and brokers may call collect at (212) 440-9800) or the Dealer Manager at (212) 449-8209 (call collect) or (612) 9225-6500 in Australia. Neither the Company nor the Board of Directors of the Company makes any recommendation to any holder as to whether to tender all or any shares. The Company has been informed that no director or executive officer of the Company, other than a director or executive officer in his capacity as trustee for either Foundation, intends to tender any common shares pursuant to the Offer. Each holder must make its own decision whether to tender shares and, if so, how may shares to tender. The Offer to Purchase and the Letter of Transmittal contain important information which should be read before making a decision to tender. The Offer is not being made to, nor will the Company accept tenders from holders in any state of the United States or any foreign jurisdiction in which the Offer or the acceptance thereof would not be in compliance with the laws of such state or foreign jurisdiction. The Company is not aware of any state or foreign jurisdiction the laws of which would prohibit the Offer or such acceptance. In those jurisdictions whose laws require the Offer to be made y a licensed broker or dealer, the Offer is being made on behalf of the Company by one or more registered brokers or dealers licensed under the laws of such jurisdictions. With respect to the quarterly dividend payable on May 21, 1997, shareholders that tender shares into the Offer will receive this dividend with respect to all shares held of record by such shareholders on April 30, 1997. The Offer and withdrawal rights will expire at 12:00 midnight, New York City time, on Friday, May 23, 1997, unless the Offer is extended. The Company Headquartered in Hong Kong, Amway Asia Pacific Ltd. is the exclusive distribution vehicle for Amway Corporation in Australia, Brunei, People's Republic of China, Hong Kong, Macau, Malaysia, New Zealand, Taiwan and Thailand. Amway Asia Pacific Ltd. is one of the largest direct selling companies in the region, based on sales of Amway consumer products offered through a core distributor force of approximately 555,000 independent distributors at August 31, 1996. Amway Asia Pacific Ltd. is listed on the New York Stock Exchange (AAP) and the Australian Stock Exchange (AMW). SOURCE Amway Asia Pacific Ltd. -0- 04/28/97 /CONTACT: Holly A. Clemente of Amway Asia Pacific, 616-787-8688/ (AAP)