WinWholesale Announces Agreement To Acquire Noland Company
April 12 2005 - 9:27AM
PR Newswire (US)
WinWholesale Announces Agreement To Acquire Noland Company DAYTON,
Ohio, April 12 /PRNewswire/ -- WinWholesale, one of the nation's
largest industrial wholesale distributors, announced today that it
has signed an agreement of merger with Noland Company
(NASDAQ:NOLD), an industry-leading wholesale distributor of
plumbing, electrical, HVAC, mechanical equipment and supplies.
Under the terms of the agreement, which was unanimously approved by
both companies' boards of directors and by a special committee of
the board of directors of Noland Company, WinWholesale will pay
$74.00 in cash for each Noland Company share. The acquisition,
which is subject to certain conditions, is anticipated to close
within 45 days. Shortly after the transaction closes, WinWholesale
will take Noland Company private and it will be de-listed from the
NASDAQ. WinWholesale expects combined 2005 revenues will exceed $2
billion. Rick Schwartz, president and CEO of WinWholesale, stated:
"We have been looking for a partner whose geographic reach
complements WinWholesale's existing local companies. We believe
that WinWholesale's and Noland's customers will benefit from our
collective 5,100 employees, 530 locations in 43 states and more
than $300 million of inventory ready to serve their needs. We are
confident that combining the WinWholesale and Noland organizations
will spur further growth and profit opportunities throughout the
distribution chain." Lloyd Noland III, president and chairman of
Noland Company, said: "Together, Noland Company and WinWholesale
represent 140 years of providing outstanding industrial wholesaling
services throughout the United States. We are pleased to entrust
Noland Company's future into the hands of WinWholesale, a company
that has demonstrated its ability to grow revenues and profits and
to provide opportunities to its employees as well as value to its
customers." The transaction will be structured as a tender offer
for Noland Company shares. The agreement provides for a wholly
owned subsidiary of WinWholesale to offer to acquire all of the
outstanding shares of Noland Company common stock at $74.00 per
share in cash. The tender offer will be subject to at least
two-thirds of the outstanding Noland Company shares, on a fully
diluted basis, being validly tendered and not withdrawn. Each of
the Noland Company board of directors and the special committee of
the Noland Company board of directors unanimously approved the
offer and recommended shareholder acceptance. The tender offer will
be subject to regulatory approvals and other customary conditions.
Following the close of the tender, any shares not tendered will be
acquired at $74.00 per share in cash in a subsequent merger.
Subsequent to the merger, Noland Company will operate as a private
company. William Blair & Company, L.L.C. acted as financial
advisor to WinWholesale. The Blackstone Group L.P. served as
financial advisor to Noland Company. Shareholders of Noland Company
are strongly encouraged to read the Tender Offer Statement on
Schedule TO, to be filed by Winvest Inc. (a subsidiary of
WinWholesale) when it becomes available because it will contain
important information about the tender offer. Shareholders of
Noland Company are also strongly encouraged to read the
Solicitation/Recommendation Statement on Schedule 14D-9 to be filed
by Noland Company when it becomes available because it will contain
important information about the tender offer. Investors may obtain
the Tender Offer Statement on Schedule TO, the
Solicitation/Recommendation Statement on Schedule 14D-9 and any
other documents filed with the SEC for free at the SEC's Web site,
http://www.sec.gov/. Materials filed by Noland Company may be
obtained for free at Noland Company's web site,
http://www.noland.com/ . About Noland Company Noland Company is an
independent wholesale distributor of mechanical equipment and
supplies, primarily to the construction trades but also to various
other industries. The Company operates 101 branches in a 13 state
region, primarily in the South, providing plumbing, air
conditioning, water systems, electrical and industrial products
from more than 2,000 manufacturers. About WinWholesale WinWholesale
(incorporated as Primus Inc.), with more than 400 local wholesale
companies located in 41 states, primarily in the Northeast, Midwest
and West, is one of the nation's largest wholesale distributors,
with 2004 revenues of approximately $1.4 billion. WinWholesale's
business model emphasizes a combination of local ownership and
decision making supported by centralized technical and
administrative services. This press release may contain
forward-looking statements, including statements about the timing
and completion of an all cash tender offer for Noland Company
outstanding shares, the ability to complete the tender offer and
subsequent merger on the terms contemplated, the value of the
transaction, the anticipated impact of the acquisition on Noland
Company operations and financial results and other projections
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These
statements are subject to risks and uncertainties, including the
risks and uncertainties disclosed in Noland Company's filings with
the Securities and Exchange Commission, including its annual report
on Form 10-K for the fiscal year ended December 31, 2004, that
could cause actual results to differ materially from those
projected in these forward-looking statements. These statements
speak only as of the date of this press release, and Noland Company
and WinWholesale undertake no obligation to update or revise any of
the statements, risks or reasons why actual results might differ.
All forward- looking statements are expressly qualified in their
entirety by this cautionary statement. DATASOURCE: WinWholesale
CONTACT: Bruce E. Anderson of WinWholesale Inc., +1-937-531-5231,
or ; or Chuck Vella of Edward Howard & Co., +1-937-228-1141, or
Web site: http://www.noland.com/
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