May 16, 2012

OTC Disclosure News Service

Washington, NC –

Flanders Corporation, one of the largest manufacturers of air filters, air handling and containment systems, and related products in North America, today announced the completion of its acquisition through merger by an affiliate of Insight Equity Holdings LLC (Insight Equity), a middle-market private equity firm.  The transaction was previously announced on March 19, 2012.


The transaction was approved by the company’s shareholders at a special meeting held on April 27, 2012, with approximately 97% of the voted shares and 83.7% of the company’s total outstanding shares of common stock as of the record date voting to approve the merger.  Under the terms of the merger agreement, the company’s shareholders will receive $4.40 in cash for each share of the company’s common stock that they held.  The company’s common stock will cease trading on the OTC/QX and will be delisted as of the close of markets on May 16, 2012.


Shareholders of record will receive a letter of transmittal and instructions on how to surrender their stock certificates in exchange for the $4.40 per share merger consideration.  Shareholders of record should wait to receive the letter of transmittal before surrendering their stock certificates.


Commenting on the closing of the merger, Harry Smith, who will remain the Chief Executive Officer of Flanders, said, “While the last four years have been a challenging journey, to have our shareholders recognize the value created is gratifying to our team.  All the employees of Flanders and I appreciate the support of our shareholders over these last several years.”


Mr. Smith continued, “As we now open a fresh chapter with our new partner, Insight Equity, we look to increasing our levels of customer service, brand positioning and overall market leadership.  This is a very exciting time to be with Flanders.” 


Brad Buser, a Vice President of Insight Equity commented “We are excited to partner with the Flanders management team to continue to create long-term value in the air filtration industry.  This management team’s dedication to growing their business through unparalleled customer service and value-added products is a key reason for Insight’s interest in Flanders.  We believe our hands-on collaborative approach will allow us to complement the team in several areas, including the sourcing of raw materials, which will bring additional value to Flanders and its customers.”


About Flanders


Flanders is a leading air filtration products manufacturer.  Flanders’ products are utilized by many industries, including those associated with commercial and residential heating, ventilation and air conditioning systems, semiconductor manufacturing, ultra-pure materials, biotechnology, pharmaceuticals, synthetics, nuclear power and nuclear materials processing.  For further information on Flanders and its products, visit its web site at http://www.flanderscorp.com or contact John Oakley at 252-946-8081.


About Insight Equity


Insight Equity (www .insightequity.com) makes controlling investments in strategically viable, middle market, asset intensive companies across a wide range of industries. Insight Equity specializes in partnering with companies in complex and challenging situations, including corporate divestitures, aggressive growth opportunities, restructurings, and transitions from private family ownership. The firm leverages a proven, collaborative value creation model to facilitate operating enhancements and growth.

Note on Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including but not limited to, statements about expectations for Flanders’ future business performance. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated, such as an inability to achieve benefits anticipated as a result of the merger. The Company assumes no obligation to update any forward-looking statement contained in this press release.

The above news release has been provided by the above company via the OTC Disclosure and News Service. Issuers of news releases and not OTC Markets Group Inc. are solely responsible for the accuracy of such news releases.

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