MSC INDUSTRIAL DIRECT CO INC MSM

election_required = True...will I be subject to proration? If you own, beneficially or of record, fewer than 100 shares in the aggregate, you validly tender all of these shares at or below the Purchase Price prior to the Expiration Time (and do not validly withdraw such shares) and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, and all conditions to the Offer are satisfied or waived, we will purchase all of your shares without subjecting them to proration. See Section 1. Once I have tendered shares in the Offer, can I withdraw my tender? Yes. You may withdraw your tendered shares at any time prior to the...

expiry = 2016-08-04...nc. of Up to $300,000,000 of Shares of its Class A Common Stock At a Purchase Price Not Less Than $66.00 Per Share and Not More Than $72.50 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 4, 2016, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”). MSC Industrial Direct Co., Inc., a New York corporation (the “Company,” “MSC,” “we,” “our” or “us”), is offering to purchase for cash sh...

listed = True...ock as of June 30, 2016. The Offer is not conditioned upon any minimum number of shares being tendered. The Offer is, however, subject to a number of other terms and conditions, including the Financing Condition. See Sections 7 and 9. Our Class A common stock is traded on the New York Stock Exchange (the “NYSE”) under the symbol “MSM”. On July 5, 2016, the last full trading day prior to our announcement of the Offer, the reported closing price of our Class A common stock on the NYSE was $70.80 per share. On July 6, 2016, the last full trading day prior to our commencement of the Offer, the reported closing price of our Class A commo...

mechanism = DUTCH...e the shares of Class A common stock? The issuer of the shares, MSC Industrial Direct Co., Inc., is offering to purchase the shares. What will be the Purchase Price for the shares and what will be the form of payment? We are conducting an offer by means of a “modified Dutch auction.” This procedure allows you to select the price (in increments of $0.50) within a price range specified by us at which you are willing to sell your shares. Upon the terms and subject to the conditions of the Offer, we are offering to purchase for cash shares of our Class A common stock, par value $0.001 per share, pursuant to (i) Auction...

must_tender_all = True...ly tendered at or below the Purchase Price and not validly withdrawn prior to the Expiration Time would result in an aggregate purchase price of more than $300.0 million, we will purchase shares: • first, from all holders of “odd lots” of less than 100 shares who validly tender all of their shares at or below the Purchase Price, and do not validly withdraw them prior to the Expiration Time; • second, from all other shareholders (except for shareholders who tendered shares conditionally for which the condition was not satisfied) who validly tender shares at or below the Purchase Price, and do not validly withdraw them prior to the...

price = USD 66.0-72.5...m EXHIBIT (A)(1)(A) Exhibit (a)(1)(A) Offer to Purchase for Cash by MSC Industrial Direct Co., Inc. of Up to $300,000,000 of Shares of its Class A Common Stock At a Purchase Price Not Less Than $66.00 Per Share and Not More Than $72.50 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 4, 2016, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION...

priority = True...hase Price or pursuant to Purchase Price Tenders will receive the Purchase Price, payable in cash, without interest, but subject to applicable withholding taxes, for all shares purchased upon the terms and subject to the conditions of the Offer, including the provisions relating to “odd lot” priority, proration and conditional tender described below. Under a Purchase Price Tender, shares will be purchased, upon the terms and subject to the conditions of the Offer, at the Purchase Price. If you wish to maximize the chance that your shares will be purchased by us in the Offer, you should validly tender your shares pursuant to a Purchas...

threshold = 100...ecified number of shares, it is possible that none of those shares will be purchased. Odd Lots. The term “odd lots” means all shares validly tendered prior to the Expiration Time at prices at or below the Purchase Price and not validly withdrawn by any person who owned, beneficially or of record, a total of fewer than 100 shares and so certified in the appropriate place in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery (an “Odd Lot Holder”). To qualify for this preference, an Odd Lot Holder must tender all shares owned by such Odd Lot Holder in accordance with the procedures described in Section 3. Odd lots will be accepted fo...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 v443500_exha1a.htm EXHIBIT (A)(1)(A) Exhibit (a)(1)(A) Offer to Purchase for Cash by MSC Industrial Direct Co., Inc. of Up to $300,000,000 of Shares of its Class A Common Stock At a Purchase Price Not Less Than $66.00 Per Share and Not More Than $72.50 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 4, 2016, UNLESS THE OFFER IS EXTENDED OR TE...