WinWholsale Completes Tender Offer for Noland Company
May 18 2005 - 6:20PM
PR Newswire (US)
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common stock were validly tendered and not withdrawn prior to the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
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