MSC Industrial Direct Co., Inc. To Acquire Barnes Distribution North America

 MSC Industrial Direct Co., Inc. To Acquire Barnes Distribution North America

- Creates industry-leading inventory management solutions portfolio -

- Expected to be accretive, beginning in fiscal 2014 -

PR Newswire

MELVILLE, N.Y., Feb. 22, 2013

MELVILLE, N.Y., Feb. 22, 2013 /PRNewswire/ --MSC INDUSTRIAL DIRECT CO., INC.
(NYSE: MSM) ("MSC" or the "Company"), the premier distributor of Metalworking
and Maintenance, Repair and Operations ("MRO") supplies to industrial
customers throughout the United States, today announced that it has signed a
definitive agreement to acquire substantially all of the assets and assume
certain liabilities of the North American distribution business ("BDNA" or the
"Business") of the Barnes Group Inc. (NYSE: B). With this acquisition, MSC
adds a highly complementary provider of fasteners and other high margin
consumable products and services (often referred to as Class C items) with an
industry-leading field sales force and vendor managed inventory ("VMI")
solution.

The purchase price will be $550 million and the asset purchase structure
results in significant future tax benefits with a net present value estimated
to be more than $100 million. Run-rate cost synergies are expected to reach
$15-$20 million by fiscal 2015. The acquisition is expected to close during
the Company's fiscal third quarter, subject to regulatory approvals and
customary closing conditions, and will be financed using available cash and
borrowings under an anticipated new credit facility and term loan structure.
The acquisition is expected to be accretive to cash flow and earnings per
diluted share ("EPS"), including synergies and excluding transaction and
integration costs, by contributing an expected incremental EPS of $0.15-$0.20
and $0.30-$0.40 in fiscal years 2014 and 2015, respectively. The vast
majority of transaction and integration costs will be incurred in fiscal years
2013 and 2014.

Headquartered in Cleveland, Ohio, BDNA is a leading distributor of fasteners
and other high margin, low cost consumables with a broad distribution
footprint throughout the U.S. and Canada. BDNA has a strong presence with
customers across manufacturing, government, transportation and natural
resources end-markets. BDNA specializes in lowering the total cost of their
customer's inventory management through storeroom organization and vendor
managed inventory. The Business services roughly 31,000 customers with nearly
1,400 associates, including over 800 field sales associates, and offers more
than 55,000 SKU's of products. BDNA had unaudited sales of roughly $300
million for calendar year 2012.

Erik Gershwind, Chief Executive Officer and President, stated, "I look forward
to welcoming BDNA into the MSC family. BDNA is a high quality business with a
first rate team, a compelling product offering, strong customer value
proposition and a broad geographic foot print including Canada. This
acquisition furthers our strategy to build adjacent product expertise and
deepens our connection to customers with in-plant solutions, thereby improving
customer retention. We will sell MSC's product offering through BDNA's sales
force and sell BDNA's products and inventory management solution to MSC's
customers. BDNA checks all of the boxes strategically, and provides strong
near-term accretion."

Jeff Kaczka, Executive Vice President and Chief Financial Officer, commented,
"Today is an exciting day and this transaction is a tremendous opportunity for
MSC. We are getting a well-run, high-margin business with a strong value
proposition at a good price, particularly after factoring in the significant
cash tax benefits and significant cost synergies. On top of that, we are
getting a new platform that provides several growth avenues for the Company.
All together, that results in a highly accretive transaction by fiscal 2015."

Mr. Gershwind concluded, "We are very excited to have the BDNA associates join
the MSC team, nearly doubling our existing sales force and helping us to take
this logical next step in our revenue roadmap. This transaction, along with
our expected long-term organic growth, will help us to achieve our goal of $4
billion in revenues by 2016."

Non-recurring transaction costs are expected to reduce the Company's fiscal Q2
EPS by approximately $0.02 and were not included in the previous fiscal Q2
guidance.

The management of MSC will host a conference call today, at 10:00 a.m. Eastern
Time, to review the transaction. The call may be accessed via the Internet on
the home page of MSC's website located at: www.mscdirect.com. A replay of the
conference call will be available on the Company's website until Friday, March
22, 2013.

Alternatively, the conference call can be accessed by dialing 1-800-860-2442
(U.S.) or 1-412-858-4600 (international). A replay will be available within
one hour of the conclusion of the call and will remain available until Friday,
March 22, 2013. The replay is accessible by dialing 1-877-344-7529 (U.S.) or
1-412-317-0088 (international) and entering passcode 10025622.

Goldman, Sachs & Co. acted as exclusive financial advisor to MSC and Curtis,
Mallet-Prevost, Colt & Mosle LLP acted as legal counsel to MSC on the
transaction.

About MSC Industrial Direct Co., Inc.

MSC Industrial Direct Co., Inc. is one of the largest distributors of
Metalworking and Maintenance, Repair and Operations ("MRO") supplies to
industrial customers throughout the United States. MSC employs one of the
industry's largest sales forces and distributes approximately 600,000
industrial products from approximately 3,000 suppliers. In-stock availability
is approximately 99%, with next day standard delivery to the contiguous United
States on qualifying orders up until 8 p.m. Eastern Time. For more
information, visit MSC's website at http://www.mscdirect.com.

Note Regarding Forward-Looking Statements: Statements in this Press Release
may constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements, other than
statements of historical fact, that address activities, events or developments
that we expect, believe or anticipate will or may occur in the future,
including statements relating to the expected closing of the acquisition,
potential synergies arising out of the transaction and statements with respect
to future financial results, are forward-looking statements. Forward-looking
statements involve risks and uncertainties that could cause actual results to
differ materially from those anticipated by these forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The inclusion of any
statement in this release does not constitute an admission by MSC or any other
person that the events or circumstances described in such statement are
material. Factors that could cause actual results to differ materially from
those in forward-looking statements include: problems with successfully
integrating acquired operations, unanticipated delays or costs associated with
opening or expanding our customer fulfillment centers or customer service
centers, current economic, political and social conditions, changing customer
and product mixes, financial restrictions on outstanding borrowings, industry
consolidation, the loss of key suppliers or supply chain disruptions,
competition, general economic conditions in the markets in which we operate,
volatility in commodity and energy prices, credit risk of our customers, risk
of cancellation or rescheduling of orders, work stoppages or other business
interruptions (including those due to extreme weather conditions) at
transportation centers or shipping ports, the risk of war, terrorism and
similar hostilities, dependence on our information systems and on key
personnel, and the outcome of potential government or regulatory proceedings
or future litigation relating to pending or future claims, inquiries or
audits. Additional information concerning these and other risks is described
under "Risk Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the reports on Forms 10-K and 10-Q
that we file with the U.S. Securities and Exchange Commission. We assume no
obligation to update any of these forward-looking statements.

SOURCE MSC Industrial Direct Co., Inc.

Website: http://www.mscdirect.com
Contact: Investor Contact, John G. Chironna, VP Investor Relations &
Treasurer, MSC Industrial Direct Co., Inc., +1-516-812-1216 or Media Contact,
AJ Goodman, FTI Consulting - Strategic Communications, +1-416-649-8059