Hillman agrees to acquire H. Paulin & Co., Limited

CINCINNATI and TORONTO, Dec. 18, 2012 /CNW/ - The Hillman Companies Inc. 
(Amex: HLM.Pr) ("Hillman") and H. Paulin & Co., Limited (TSX: PAP.A) 
("Paulin") are pleased to announce that they have entered into a definitive 
agreement (the "Arrangement Agreement") which provides for the acquisition by 
Hillman, pursuant to a plan of arrangement under the Business Corporations Act 
(Ontario) (the "Arrangement"), of all the issued and outstanding Class A 
common shares (the "Shares") of Paulin for C$27.60 per share (the 
"Consideration"). The purchase price, payable in cash, represents a total 
enterprise value of approximately C$103 million. 
The Consideration represents a premium of approximately 116% to the 20-day 
volume weighted average price of the Shares on the TSX as of December 17, 
2012. The closing price of the Shares on the TSX on December 17, 2012 was 
$13.20. 
Upon closing, Richard Paulin, President of Paulin, will continue as President 
of H. Paulin, a division of Hillman Canada. Mr. Paulin will work with the 
existing management teams of Paulin and Hillman to integrate the combined 
Canadian operations. 
Max W. ("Mick") Hillman, Jr., Chief Executive Officer of Hillman, said "We 
began our operations in Canada in 2002, when we opened our Mississauga 
facility. We have greatly admired the strong distribution system, high quality 
products, and excellent customer relationships that Paulin has developed. 
Under Richard's leadership, we look forward to implementing the best practices 
of Paulin and Hillman to better serve customers and to grow the combined 
operations throughout Canada." 
"We are excited to become an integral part of the Hillman organization," said 
Mr. Paulin. "This acquisition joins two great and complementary industry 
leaders with over 140 years of combined fastener knowledge and innovation that 
will allow us to take our customer service to new heights." 
The transaction is expected to close in the first quarter of 2013, subject to 
certain customary conditions, including a material adverse change at either 
Paulin or Hillman, and regulatory approvals, including court approval, and 
approval of the "majority of the minority" of shareholders. Paulin's 
controlling shareholders have agreed to support the transaction. 
Transaction Details 
Paulin's Board of Directors, after consultation with its advisors, and on the 
recommendation of the Special Committee of Paulin's Board of Directors, has 
determined that the Consideration is fair to Paulin's shareholders and that 
the Arrangement is in the best interests of Paulin and recommends that 
shareholders vote in favour of the Arrangement. The Special Committee consists 
solely of directors who are independent of management and the controlling 
shareholders. 
Ernst & Young LLP has provided a fairness opinion to the Special Committee and 
the Board of Directors of Paulin that the Consideration is fair, from a 
financial point of view, to shareholders of Paulin. Ernst & Young LLP's 
fairness opinion will be included in the Information Circular (as defined 
below). 
The Arrangement Agreement provides for, among other things, a non-solicitation 
covenant on the part of Paulin, the right in favour of Hillman to match any 
superior proposal and the termination fee of $4,139,760 payable to Hillman in 
certain circumstances including if Paulin accepts a superior proposal. 
The terms and conditions of the Arrangement will be summarized in Paulin's 
management information and proxy circular (the "Information Circular"), which 
will be filed and mailed to Paulin's shareholders in January 2013. 
The Arrangement Agreement will be available on SEDAR at www.sedar.com. 
Advisors and Legal Counsel 
Barclays is acting as financial advisor to Hillman in connection with the 
transaction and is providing committed debt financing. Stikeman Elliot LLP and 
Paul, Weiss, Rifkind, Wharton & Garrison LLP are acting as legal counsel to 
Hillman. Goodmans LLP is acting as legal counsel to Paulin. Ernst & Young LLP 
is acting as financial advisor and McCarthy Tétrault LLP is acting as legal 
counsel to the Special Committee of the Board of Directors of Paulin. 
About Paulin
Headquartered in Toronto, Canada, Paulin was founded in 1920 and is a leading 
Canadian distributor and manufacturer of fasteners, fluid system products, 
automotive parts and retail hardware components. Paulin's distribution 
facilities are located across Canada in Vancouver, Edmonton, Winnipeg, 
Toronto, Montreal and Moncton, as well as in Flint, Michigan and Cleveland, 
Ohio. Paulin's four manufacturing facilities are located in Ontario, 
Canada. The Company's customers include retail hardware, industrial and 
automotive (both Original Equipment Manufacturers and aftermarket). Annual 
revenues of Paulin for 2011 were approximately C$139 million. 
About Hillman
Founded in 1964 and headquartered in Cincinnati, Ohio, Hillman is a leading 
value-added distributor of approximately 80,000 SKUs, consisting of fasteners, 
key duplication systems, engraved tags and related hardware items to over 
20,000 retail customers in the U.S., Canada, Mexico, South America and 
Australia, including home improvement centers, mass merchants, national and 
regional hardware stores, pet supply stores and other retailers. Hillman 
provides a comprehensive solution to its retail customers for managing SKU 
intensive, complex home improvement categories. Hillman also offers its 
customers additional services, such as inventory management and in-store 
merchandising services. 
In May 2010, Oak Hill Capital Partners and Hillman's management team formed a 
partnership to acquire Hillman. Oak Hill Capital Partners is a private 
equity firm with more than $8 billion of committed capital from leading 
entrepreneurs, endowments, foundations, corporations, pension funds and global 
financial institutions. For more information about Oak Hill Capital 
Partners, visit www.oakhillcapital.com. 
For more information on Paulin visitwww.hpaulin.com or call Investor 
Relations at (416) 694-3360, ext. 135 
For more information on Hillman, please visithttp://hillmangroup.com or call 
Investor Relations at (513) 851-4900, ext. 2084 
SOURCE: H. Paulin & Co. Limited 
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CO: H. Paulin & Co. Limited
ST: Ohio
NI: AUT MAC MNA  
-0- Dec/18/2012 13:45 GMT
 
 
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