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Randall Bearings Shareholders Approve Merger and Merger Transaction Closes

December 20, 2018

LIMA, Ohio--(BUSINESS WIRE)--Dec 20, 2018--Randall Bearings, Inc. (OTC: RBRG) today announced that at its special meeting of shareholders yesterday, December 19, 2018, a sufficient majority of Randall Bearings’ outstanding common shares voted to approve the company’s merger agreement with the trust that owns a majority of its outstanding shares.

Following the adjournment of the special meeting of shareholders, the company and an affiliate of its largest shareholder closed the merger transaction contemplated under the merger agreement. As a result of the merger, trading of Randall Bearings’ common stock ceased at the end of trading on December 19, 2018.

Randall Bearings shareholders, other than those affiliated with its largest shareholder and those who have properly demanded dissenters’ rights, will receive per share consideration of $42.00 in cash.

Randall Bearings shareholders will receive a letter of transmittal in order to surrender their Randall Bearings stock certificates in exchange for the merger consideration to which each individual shareholder is entitled to receive. Randall Bearings shareholders with questions regarding the surrender of their individual stock certificates or the payment of merger consideration should contact Randall Bearings’ paying agent, Computershare, Inc., at 1-800-546-5141 (toll-free).

About Randall Bearings

Randall Bearings, Inc., an ISO 9001 certified company, is the premier bronze machining facility in the industry. Randall not only specializes in custom bronze machined parts but also offers a full standard line of cast bronze bushings, pillow blocks, continuous cast solid and tubular bronze bars. The company is a global supplier of machined bronze components to the Oil and Gas, Construction and Mining, Fluid Control, Agricultural, Transportation, & Construction Industries. For more information, visit https://www.randallbearings.com.

Cautionary Statement Regarding Forward-Looking Statements

From time to time we make statements (including some contained in this press release) that predict or forecast future events, depend on future events for their accuracy or otherwise contain “forward-looking” information and constitute “forward-looking statements” within the meaning of applicable U.S. securities laws. Such statements are generally identifiable by terminology such as “plans,” “expects,” “estimates,” “budgets,” “intends,” “anticipates,” “believes,” “projects,” “indicates,” “targets,” “objective,” “could,” “should,” “may” or other similar words. By their very nature, forward-looking statements require us to make assumptions that may not materialize or that may not be accurate. Readers should not place undue reliance on forward-looking statements and should recognize that such statements are predictions of future results, which may not occur as anticipated. Actual results may differ materially as a result of various factors, some of which are outside of our control, including: the diversion of management time on transaction-related issues; the potential for litigation regarding the transaction; and the ability to retain and hire key personnel and maintain relationships with providers or other business partners following completion of the transaction.

Our forward-looking statements are based on current beliefs, assumptions and expectations. No assurances can be given that any of the events anticipated by these forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on our actual results, levels of activity, performance or achievements. All forward-looking statements speak only as of the date on which they are made and, except as required by law, we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances upon which any statement is based.

View source version on businesswire.com:https://www.businesswire.com/news/home/20181220005373/en/

CONTACT: Randall Bearings, Inc.

David L. Wierwille, CFO, 419-223-1075



SOURCE: Randall Bearings, Inc.

Copyright Business Wire 2018.

PUB: 12/20/2018 07:55 AM/DISC: 12/20/2018 08:00 AM


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