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Randall Bearings, Inc. Agrees to Minority Share Transaction

October 31, 2018

LIMA, Ohio--(BUSINESS WIRE)--Oct 31, 2018--Randall Bearings, Inc. (OTC: RBRG) today announced that it has entered into a definitive merger agreement with the trust that owns a majority of its outstanding shares, pursuant to which, and subject to the terms and conditions set forth therein, the company’s majority shareholder will acquire all company shares not owned by it or its affiliates.

Under the terms of the agreement, which was unanimously approved by the company’s Board of Directors, shareholders will receive per share consideration of $42.00 in cash. The merger is subject to certain closing conditions, including shareholder approval. The merger is expected to be completed prior to the end of 2018.

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 http://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 failure to obtain the approval of shareholders in connection with the proposed transaction; the failure to consummate or delay in consummating the proposed transaction for other reasons; the timing to consummate the proposed transaction; the risk that a condition to closing of the proposed transaction may not be satisfied; the diversion of management time on transaction-related issues; the potential for litigation regarding the proposed transaction; and the ability to retain and hire key personnel and maintain relationships with providers or other business partners pending completion of the proposed 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.

Important Information For Investors And Shareholders

The proposed transaction will be submitted to Randall Bearings’ shareholders for their consideration. The company will mail materials relevant to the proposed transaction, including its proxy statement, to its shareholders. Randall Bearings’ shareholders are urged to read all relevant documents mailed by the company, including the proxy statement for the proposed transaction, because they will contain important information. Copies of the proxy statement and other relevant materials, when mailed, will be available free of charge from Randall Bearings by contacting the company as follows:

Randall Bearings, Inc. Attn: David L. Wierwille - CFO 1046 Greenlawn Ave. P.O. Box 1258 Lima, Ohio 45802 (419) 223-1075

View source version on businesswire.com:https://www.businesswire.com/news/home/20181031005406/en/

CONTACT: Randall Bearings, Inc.

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

KEYWORD: UNITED STATES NORTH AMERICA OHIO

INDUSTRY KEYWORD: ENERGY OIL/GAS TRAVEL TRANSPORTATION MANUFACTURING OTHER MANUFACTURING NATURAL RESOURCES AGRICULTURE MINING/MINERALS OTHER NATURAL RESOURCES CONSTRUCTION & PROPERTY OTHER CONSTRUCTION & PROPERTY

SOURCE: Randall Bearings, Inc.

Copyright Business Wire 2018.

PUB: 10/31/2018 08:00 AM/DISC: 10/31/2018 08:01 AM

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