Interline Brands Stockholders Approve Merger Agreement

At a special meeting of stockholders held on the 29th, stockholders voted to adopt the previously announced Agreement and Plan of Merger, entered into in May. Under the terms of the Merger Agreement, the Company's stockholders will receive $25.50 per share in cash at the closing of the transaction.

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Jacksonville, FL -- Interline Brands, Inc., a leading direct marketer and distributor of broad-line maintenance, repair and operations products, announced that at a special meeting of stockholders held earlier today, stockholders voted to adopt the previously announced Agreement and Plan of Merger, entered into on May 29, 2012, by and among the Company, Isabelle Holding Company Inc., a Delaware corporation, and Isabelle Acquisition Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent. Parent is an affiliate of GS Capital Partners VI Fund, L.P.  One or more investment funds managed by P2 Capital Partners, LLC will also own an interest in Parent at the closing of the transactions contemplated by the Merger Agreement. Under the terms of the Merger Agreement, the Company's stockholders will receive $25.50 per share in cash at the closing of the transaction. The parties currently expect to complete the merger within the first two weeks of September 2012, although the Company cannot assure completion by any particular date, if at all. Following completion of the transaction, Interline will become a privately held company and its stock will no longer trade on the New York Stock Exchange.

The adoption of the Merger Agreement was approved by holders of 26,857,340 shares of the Company's outstanding common stock. 23,241 shares voted against the adoption of the Merger Agreement.

About Interline

Interline is a leading distributor and direct marketer with headquarters in Jacksonville, Florida. Interline provides broad-line MRO products to a diversified customer base of facilities maintenance professionals, professional contractors, and specialty distributors primarily throughout North America, Central America and the Caribbean. For more information, visit the Company's website at http://www.interlinebrands.com

About GS Capital Partners

Since 1986, the Goldman Sachs Merchant Banking Division and its predecessor business areas have raised 16 private equity and principal debt investment funds aggregating over $82 billion of capital (including leverage). A global leader in private corporate equity investing, the GS Capital Partners family of funds focuses on large, high quality companies with strong management and funding acquisition or expansion across a range of industries and geographies. Founded in 1869, Goldman Sachs is a leading global investment banking, securities and investment management firm that provides a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and high-net-worth individuals. For more information, please visit www.gs.com/pia.

About P2 Capital Partners, LLC

P2 Capital Partners, LLC is a New York-based investment firm that applies a private equity approach to investing in the public market. P2 manages a concentrated portfolio of significant ownership stakes in high quality public companies in which it is an active shareholder focused on creating long-term value in partnership with management. The firm will also lead private equity transactions within its public portfolio. P2's limited partners include leading public pension funds, corporate pension funds, endowments, foundations, insurance companies, and high net worth investors.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

In connection with the proposed transaction, the Company filed a preliminary Proxy Statement with the SEC on June 20, 2012. Investors and security holders of the Company are urged to read the Proxy Statement and any other relevant documents filed with the SEC when they are available because they will contain important information about the Company, the proposed transaction and related matters. When completed, the final Proxy Statement will be mailed to stockholders of the Company. Investors and security holders of the Company will be able to obtain copies of the Proxy Statement, when they become available, as well as other filings with the SEC that will be incorporated by reference into such documents, containing information about the Company, without charge, at the SEC's Internet site (http://www.sec.gov). These documents may also be obtained for free from the Company by directing a request to the Company, Investor Relations, 701 San Marco Boulevard, Jacksonville, FL 32207 or at the Company's Investor Relations page on its corporate website at http://ir.interlinebrands.com.

 

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