Controlling shareholders propose to exchange Class B shares and eliminate MSC dual-class structure at 1.35 ratio

MSC INDUSTRIAL DIRECT CO INC

Jacobson/Gershwind family proposes exchanging each Class B share (10 votes) for 1.35 Class A shares (1 vote), ending dual-class.
Special Committee of independent directors formed; Kirkland & Ellis retained as legal advisor.
Any definitive agreement requires approval by Special Committee, Board, and majority of Class A holders without Class B shares.
Family expects to remain MSC's largest shareholder regardless of outcome.

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