Noland (NASDAQ:NOLD)
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WinWholsale Completes Tender Offer for Noland Company
DAYTON, Ohio, May 18 /PRNewswire/ -- WinWholesale, one of the nation's largest
industrial wholesale distributors, announced today the successful completion of
the cash tender offer for all outstanding shares of common stock of Noland
Company (NASDAQ:NOLD), an industry-leading wholesale distributor of plumbing,
HVAC, electrical and industrial supplies. The tender offer, which commenced on
April 19, 2005, expired at 12:00 midnight, New York City time, on Monday, May
16, 2005.
A total of approximately 3,183,143 shares of Noland Company common stock were
validly tendered and not withdrawn prior to the expiration of the offer,
representing approximately 93.7 percent of the outstanding shares of Noland
Company. WinWholesale has accepted these shares and payment will be made
promptly.
"We are eager to move beyond the merger proceedings now so that we can begin
building on the strengths of our two organizations," said WinWholesale
president and CEO Rick Schwartz. "The hardest work is ahead of us still, but I
am confident that we have the people, the processes, the energy, and the
motivation to make this a very successful union."
"I am pleased that 93 percent of our shareholders have responded positively to
our Board's recommendation to accept the WinWholesale offer," said Chairman
Lloyd U. Noland III. "Now we can move forward with a swift and orderly merger
of the Noland and WinWholesale organizations and begin enjoying the benefits of
being part of a major, national force in our industry."
WinWholesale expects to complete the acquisition of Noland Company on or about
May 19, 2005 through a short-form merger in which shares of common stock not
purchased in the tender offer will be converted into the right to receive $74
per share in cash, without interest. A letter of transmittal to be used for
surrendering certificates in exchange for the cash will be sent to holders who
did not tender their shares in the offer. The aggregate equity value is
approximately $260 million, including transaction expenses.
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.
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.
DATASOURCE: WinWholesale Inc.
CONTACT: Bruce E. Anderson of WinWholesale Inc., +1-937-531-5231, or
; or Patrick Gallagher of Edward Howard & Co.,
+1-216-781-2400, or ; or John E. Gullett of Noland
Company, +1-757-928-9125, or