BRISTOL, Conn. -- (Business Wire)
Barnes Group Inc. (NYSE: B), an international aerospace and industrial
manufacturing and service provider, today announced that it has entered
into a definitive agreement to sell its Barnes Distribution North
America business (“BDNA”) to MSC Industrial Direct Co., Inc. for $550
million, subject to certain adjustments. The transaction, which is
subject to various conditions, including customary closing conditions
and approvals, is expected to close in late March, or early in the
second quarter of 2013.
Barnes Distribution North America is an industry leader in logistical
support by providing inventory management, technical sales, and supply
chain solutions for maintenance, repair, operating and production
supplies. With advanced e-commerce capabilities and other
technology-based solutions, BDNA offers a diverse range of service
options and innovative solutions to meet customers’ individual needs and
improve their overall profitability. BDNA, headquartered in Cleveland,
Ohio, has approximately 1,400 employees and had 2012 revenues of
approximately $300 million.
MSC Industrial Direct is one of the nation's largest distributors of
Metalworking and Maintenance, Repair and Operations (“MRO”) supplies to
industrial customers throughout the United States.
“We’re very pleased to announce the sale of BDNA to MSC Industrial
Direct as this is a highly positive transaction for both parties,” said
Gregory F. Milzcik, President and Chief Executive Officer of Barnes
Group Inc. “MSC is gaining an established leader in vendor managed
inventory distribution, and Barnes Group is advancing its strategic
focus on differentiated manufacturing and related aftermarket services.
Additionally, joining forces with MSC is an excellent opportunity for
BDNA and its employees to further develop their potential as part of a
company whose sole focus is distribution.”
Barnes Group expects to report BDNA as Discontinued Operations beginning
with the first quarter of 2013. After-tax proceeds from the transaction
are anticipated to be approximately $400 million. Barnes Group expects
to utilize a portion of the proceeds to reduce debt, buyback common
shares, invest in profitable growth initiatives including acquisitions,
and general corporate purposes.
The BDNA business results currently comprise the majority of the
Company’s Distribution segment. The remaining business within the
Distribution segment, Associated Spring Raymond, will be realigned into
the Company’s Industrial Segment. Accordingly, the Company’s financial
results, beginning with the first quarter of 2013, will be reported in
two segments: Aerospace and Industrial.
Baird served as the exclusive financial advisor to Barnes Group Inc. on
the sale of Barnes Distribution North America.
About Barnes Group Inc.
Founded in 1857, Barnes Group Inc. (NYSE: B) is an international
aerospace and industrial manufacturer and service provider, serving a
wide range of end markets and customers. The products and services
provided by Barnes Group are used in far-reaching applications that
provide transportation, communication, manufacturing and technology to
the world. Barnes Group’s approximately 5,100 dedicated employees, at
more than 70 locations worldwide, are committed to achieving consistent
and sustainable profitable growth. For more information, visit www.BGInc.com.
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.
Forward-Looking Statements
This release contains certain forward-looking statements as defined in
the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are made based upon management's good faith expectations and
beliefs concerning future developments and their potential effect upon
the Company and can be identified by the use of words such as
"anticipated," "believe," "expect," "plans," "strategy," "estimate,"
"project," and other words of similar meaning in connection with a
discussion of future operating or financial performance. These
forward-looking statements are subject to risks and uncertainties that
may cause actual results to differ materially from those expressed in
the forward-looking statements. The risks and uncertainties, including
whether the transaction proposed by MSC Industrial Direct Co., Inc. will
be consummated and others described in our periodic filings with the
Securities and Exchange Commission, include, among others, uncertainties
arising from the current or worsening conditions in financial markets;
future financial performance of the industries or customers that we
serve; changes in market demand for our products and services;
integration of acquired businesses, including integration of Synventive
Molding Solutions; restructuring costs or savings; the impact of the
proposed acquisition of the Barnes Distribution North America business
by MSC Industrial Direct Co., Inc.; the impact of the divestiture in
2011 of our Barnes Distribution Europe businesses; and any other future
strategic actions, including acquisitions, joint ventures, divestitures,
restructurings, or strategic business realignments, and our ability to
achieve the financial and operational targets set in connection with any
such actions; introduction or development of new products or transfer of
work; changes in raw material or product prices and availability;
foreign currency exposure; our dependence upon revenues and earnings
from a small number of significant customers; a major loss of customers;
the outcome of pending and future claims or litigation or governmental,
regulatory proceedings, investigations, inquiries, and audits; uninsured
claims and litigation; outcome of contingencies; future repurchases of
common stock; future levels of indebtedness; and numerous other matters
of global, regional or national scale, including those of a political,
economic, business, competitive, environmental, regulatory and public
health nature. The Company assumes no obligation to update our
forward-looking statements.
Contacts:
Barnes Group Inc.
William Pitts
Director, Investor Relations
860-583-7070
Source: Barnes Group Inc.
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