MELVILLE, N.Y. and DAVIDSON, N.C., Oct. 4, 2023
/PRNewswire/ -- MSC INDUSTRIAL SUPPLY CO. (NYSE:
MSM), "MSC", or the "Company", a leading North American
distributor of a broad range of metalworking and maintenance,
repair and operations (MRO) products and services, today announced
its shareholders approved the previously announced reclassification
of the Company's equity structure, including the elimination of the
Company's Class B Common Stock which is held by the Jacobson /
Gershwind family and entities affiliated with the family.
As a result of the shareholder vote, each outstanding share of
the Company's high-voting Class B shares (10 votes per share) will
be exchanged for 1.225 Class A shares (1 vote per share) in stock.
Additionally, the Company will adopt a majority of the shares
outstanding standard (replacing the current required 2/3 vote) to
approve fundamental transactions, such as a merger, and a majority
of the votes cast standard for uncontested Board election.
The Jacobson / Gershwind family will remain MSC's largest
shareholder following the reclassification, owning approximately
21% of the Company's Class A shares, and will be subject to certain
standstill and lock-up provisions. The voting power of the Jacobson
/ Gershwind family will be limited to 15% of shares outstanding,
and any shares it beneficially owns in excess of 15% will be voted
pro rata with the votes of the Class A shareholders unaffiliated
with the family. The Jacobson / Gershwind family will have the
right to nominate (i) two directors so long as the Jacobson /
Gershwind family beneficially owns at least 10% of the outstanding
Class A Common Stock and (ii) one director so long as the
Jacobson / Gershwind family beneficially owns less than 10%
but at least 5% or more of the outstanding Class A Common
Stock.
According to the preliminary results announced at the special
meeting, subject to certification by the independent Inspector of
Election, over 85% of the issued and outstanding shares of Class A
Common Stock held by unaffiliated Class A holders voted to approve
the reclassification proposal with an approval rate of
approximately 99%. The final voting results for each of the
proposals will be reported in a Current Report on Form 8-K to be
filed with the Securities and Exchange Commission after
certification by the Inspector of Elections. MSC currently
anticipates that the reclassification will be completed prior to
the opening of trading on the New York Stock Exchange on
October 5, 2023.
About MSC Industrial Supply Co.
MSC Industrial Supply Co. (NYSE: MSM) is a leading North American
distributor of a broad range of metalworking and maintenance,
repair and operations (MRO) products and services. We help our
customers drive greater productivity, profitability and growth with
approximately 2.3 million products, inventory management and other
supply chain solutions, and deep expertise from more than 80 years
of working with customers across industries. Our experienced team
of more than 7,000 associates works with our customers to help
drive results for their businesses - from keeping operations
running efficiently today to continuously rethinking, retooling and
optimizing for a more productive tomorrow. For more information on
MSC Industrial, please visit mscdirect.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:
Statements in this press release may constitute "forward-looking
statements" under the Private Securities Litigation Reform Act of
1995. All statements, other than statements of present or
historical fact, that address activities, events or developments
that we expect, believe or anticipate will or may occur in the
future, including statements about the future impact of COVID-19 on
our business operations, results of operations and financial
condition, expected future results, expected benefits from our
investment and strategic plans and other initiatives, and expected
future growth, profitability and return on invested capital, are
forward-looking statements. The words "will", "may", "believes",
"anticipates", "thinks", "expects", "estimates", "plans", "intends"
and similar expressions are intended to identify forward-looking
statements. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those anticipated by these forward-looking statements. In
addition, any statements which refer to expectations, projections
or other characterizations of future events or circumstances,
statements involving a discussion of strategy, plans or intentions,
statements about management's assumptions, projections or
predictions of future events or market outlook and any other
statement other than a statement of present or historical fact are
forward-looking statements. The inclusion of any statement in this
press release does not constitute an admission by MSC or any other
person that the events or circumstances described in such statement
are material. In addition, new risks may emerge from time to time
and it is not possible for management to predict such risks or to
assess the impact of such risks on our business or financial
results. Accordingly, future results may differ materially from
historical results or from those discussed or implied by these
forward-looking statements. Given these risks and uncertainties,
the reader should not place undue reliance on these forward-looking
statements.
These risks and uncertainties include, but are not limited to,
the following: the reclassification proposal, including projections
as to the anticipated benefits of the proposed transaction, the
impact of the proposed transaction on MSC's business and future
financial and operating results and capital structure following the
closing of the proposed reclassification and the closing date for
the proposed transaction, are based on management's estimates,
assumptions and projections, and are subject to significant
uncertainties and other factors, many of which are beyond MSC's
control. These factors include, among other things, (1) any
delays with respect to, or the failure to complete, the
reclassification; (2) the ability to recognize the anticipated
benefits of the reclassification, (3) MSC's ability to execute
successfully its strategic plans, and (4) the effect of the
consummation of the proposed reclassification on the market price
of the capital stock of MSC. The foregoing review of important
factors should not be construed as exhaustive and should be read in
conjunction with the other cautionary statements that are included
elsewhere. Additional information concerning risks that could cause
actual future performance or events to differ from current
expectations are described under "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" in our Annual and Quarterly Reports on Forms 10-K and
10-Q, respectively, and in the other reports and documents that we
file with the United States Securities and Exchange Commission. We
expressly disclaim any obligation to update any of these
forward-looking statements, except to the extent required by
applicable law.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/msc-industrial-supply-co-announces-shareholder-approval-of-previously-announced-plan-to-eliminate-dual-class-structure-301947487.html
SOURCE MSC Industrial Supply Co.