Under the terms of the agreement, WinWholesale will pay $74 in cash for each Noland Company share. Shortly after the transaction closes, WinWholesale will take Noland Company private and it will be de-listed from NASDAQ. WinWholesale expects combined 2005 revenues will exceed $2 billion.

Rick Schwartz, president and CEO of WinWholesale, stated, "We have been looking for a partner whose geographic reach complements WinWholesale's existing local companies. We believe that WinWholesale's and Noland's customers will benefit from our collective 5,100 employees, 530 locations in 43 states, and more than $300 million of inventory ready to serve their needs. We are confident that combining the WinWholesale and Noland organizations will spur further growth and profit opportunities throughout the distribution chain."

Lloyd Noland III, president and chairman of Noland Company, said, "Together, Noland Company and WinWholesale represent 140 years of providing outstanding industrial wholesaling services throughout the United States. We are pleased to entrust Noland Company's future into the hands of WinWholesale, a company that has demonstrated its ability to grow revenues and profits and to provide opportunities to its employees as well as value to its customers."

The transaction will be structured as a tender offer for Noland Company shares. The agreement provides for a wholly owned subsidiary of WinWholesale to offer to acquire all of the outstanding shares of Noland Company common stock at $74 per share in cash. The tender offer will be subject to at least two-thirds of the outstanding Noland Company shares, on a fully diluted basis, being validly tendered and not withdrawn. Each of the Noland Company board of directors and the special committee of the Noland Company board of directors unanimously approved the offer and recommended shareholder acceptance. The tender offer will be subject to regulatory approvals and other customary conditions. Following the close of the tender, any shares not tendered will be acquired at $74 per share in cash in a subsequent merger. Subsequent to the merger, Noland Company will operate as a private company.

Publication date: 05/09/2005