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. (…)
via MSC Industrial Direct Co., Inc. To Acquire Barnes Distribution North America | Reuters.