WinWholesale Agrees to Acquire Noland Company for $74 Per Share

WinWholesale Agrees to Acquire Noland Company for $74 Per Share



NEWPORT NEWS, Va., April 12  /PRNewswire-FirstCall/ -- Noland Company
(NASDAQ:NOLD) today announced it has signed an agreement of merger with
WinWholesale, a national wholesale distributor. Under the terms of the
agreement, which was unanimously approved by a special committee of Noland's
board of directors as well as by both companies' boards, WinWholesale will pay
$74 in cash for each Noland Company share and assume Noland's outstanding debt
at closing.

The transaction will be structured as a tender offer for all the outstanding
shares of Noland Company, followed by a merger that would convert each
remaining untendered share of Noland Company into $74 cash.

The $74 per share offer represents a 52 percent, or $25.42 premium for Noland
shareholders based on the market closing price of $48.58 on April 11 and a 42
percent, or $21.85, premium, over Noland's book value as of December 31, 2004.

Each of Noland's board of directors and the special committee of Noland's board
of directors has unanimously recommended to Noland shareholders that they
accept the WinWholesale offer and tender their shares.

Founded in 1915 and headquartered in Newport News, Virginia, Noland is a
leading independent wholesale distributor of mechanical equipment and supplies.
Noland operates 101 branches in 13 states, primarily in the South, and has
approximately 1,400 employees. Sales in 2004 totaled $548.1 million.

WinWholesale (incorporated as Primus Inc.) is one of the largest wholesale
distributors in the U.S., with annual revenues of approximately $1.4 billion.
It is the equity partner in more than 400 local wholesale companies located in
41 states, primarily in the Northeastern, Midwestern and Western U.S.

Lloyd U. Noland, III, chairman and president of Noland Company, and grandson of
the company's founder, L.U. (Casey) Noland, said he felt the timing was right
to sell the company, which is publicly traded but controlled by the Noland
family through ownership of approximately 62 percent of the outstanding shares.

"In order to obtain the critical mass required to be a long-term player in this
industry," said Noland, "we would have to recapitalize the company to fund
accelerated growth -- growth that would be a multi-year process. At my age, I
wasn't willing to tackle it. In addition, the time and expense associated with
complying with Sarbanes-Oxley was pushing us to consider either going private
or selling. Since our most attractive alternative was to find a merger partner,
I am delighted that WinWholesale has made us an attractive offer.

"Together, Noland Company and WinWholesale represent 140 years of providing
outstanding wholesaling services throughout the United States. We are pleased
to entrust Noland Company's future in 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."

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."

It is expected that the tender offer will commence no later than April 18,
2005, and is expected to close by May 16, 2005, unless extended. The tender
offer will be subject to customary closing conditions, including receipt of
regulatory approvals and the tender of more than two-thirds of the outstanding
Noland shares. Noland's board members control approximately 63 percent of the
outstanding shares on a fully diluted basis.

Following the close of the tender, any shares not tendered will be acquired at
$74 per share in cash in a subsequent merger. William Blair & Co. acted as
financial advisor to WinWholesale and will serve as the dealer manager on the
tender offer. The Blackstone Group L.P. served as financial advisor to Noland
and rendered an opinion as to the fairness to the Noland shareholders from a
financial point of view of the transaction price.

Shareholders of Noland are strongly encouraged to read the Tender Offer
Statement on Schedule TO to be filed by WinWholesale and the
Solicitation/Recommendation statement on Schedule 14D-9 to be filed by Noland
when these documents become available. These documents 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 Securities and Exchange Commission for free at the SEC's
website, http://www.sec.gov/ and at Noland's website, http://www.noland.com/.

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: Noland Company



CONTACT:  John E. Gullett of Noland Company, [phone]



Web site:  http://www.noland.com/

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