MSC Industrial Direct to Acquire North American Distribution Business of Barnes Group

MSC INDUSTRIAL DIRECT CO., INC.

("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.

. 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