Clayton, Dubilier & Rice to Invest in ITW’s Decorative Surfaces Business

CD&R to Become Majority Owner of New, Freestanding Wilsonart International;
ITW to Retain Ongoing Ownership Stake

NEW YORK - August 16, 2012 - Clayton, Dubilier & Rice ("CD&R") and Illinois Tool Works Inc. (NYSE:ITW) today announced an agreement under which ITW's Decorative Surfaces business will become a new, independent company operating as Wilsonart International Holdings, LLC ("Wilsonart"). A fund managed by CD&R will invest $395 million in the new freestanding business to acquire a majority ownership stake. ITW will retain an ongoing ownership stake.

Wilsonart's business units manufacture and distribute high pressure laminates ("HPL") and other fine surfacing materials and components used in furniture, office and retail space, countertops, worktops and other applications. Its brands include a leading HPL brand in the U.S., Canada, Mexico and Germany and one of the best known HPL brands in the U.K., France, Spain, Benelux, China and Thailand. With 2011 revenue of $1.1 billion, the company operates under the Wilsonart, Resopal, Polyrey and Arborite brands, selling primarily through a network of company-owned and exclusive, independent distributors in North America and non-exclusive, independent distributors internationally.

"We believe this transaction creates a very strong foundation for Wilsonart to deliver continued industry-leading performance and are pleased to have ITW as our partner as we work with the Wilsonart management team to further build the value of the business," said CD&R Partner Nathan K. Sleeper.

Paul Pressler, a CD&R Operating Partner, will assume the role of interim chief executive officer of Wilsonart upon the close of the transaction, expected in the fourth quarter.

"Wilsonart is extremely well-positioned for future growth," said Mr. Pressler. "We look forward to working with the management team to expand globally, invest in industry-leading innovation, service and distribution capabilities, and provide rewarding career opportunities for employees."

"We are pleased to be partnering with CD&R to establish the Decorative Surfaces business as a new, independent enterprise," said David B. Speer, ITW's chairman and chief executive officer. "ITW's continued ownership position reflects our confidence in CD&R's business-building capabilities and strong belief in the prospects for the new business."

CD&R's record of creating independent businesses from former divisions of larger corporations includes, most recently, Hussmann International, formerly a division of Ingersoll Rand, and Atkore International, formerly Tyco International's Electrical and Metal Products business.

CD&R has obtained committed financing from Barclays, Citigroup Global Markets Inc., Credit Suisse, Deutsche Bank, Goldman Sachs Bank USA, Morgan Stanley, and UBS Investment Bank. Barclays, Citigroup Global Markets Inc., Credit Suisse, Deutsche Bank Securities Inc., Morgan Stanley and UBS Investment Bank acted as financial advisors, and Debevoise & Plimpton LLP acted as legal advisor to CD&R in connection with the transaction.


Clayton, Dubilier & Rice to Invest in ITW’s Decorative Surfaces Business

CD&R to Become Majority Owner of New, Freestanding Wilsonart International;
ITW to Retain Ongoing Ownership Stake

NEW YORK - August 16, 2012 - Clayton, Dubilier & Rice ("CD&R") and Illinois Tool Works Inc. (NYSE:ITW) today announced an agreement under which ITW's Decorative Surfaces business will become a new, independent company operating as Wilsonart International Holdings, LLC ("Wilsonart"). A fund managed by CD&R will invest $395 million in the new freestanding business to acquire a majority ownership stake. ITW will retain an ongoing ownership stake.

Wilsonart's business units manufacture and distribute high pressure laminates ("HPL") and other fine surfacing materials and components used in furniture, office and retail space, countertops, worktops and other applications. Its brands include a leading HPL brand in the U.S., Canada, Mexico and Germany and one of the best known HPL brands in the U.K., France, Spain, Benelux, China and Thailand. With 2011 revenue of $1.1 billion, the company operates under the Wilsonart, Resopal, Polyrey and Arborite brands, selling primarily through a network of company-owned and exclusive, independent distributors in North America and non-exclusive, independent distributors internationally.

"We believe this transaction creates a very strong foundation for Wilsonart to deliver continued industry-leading performance and are pleased to have ITW as our partner as we work with the Wilsonart management team to further build the value of the business," said CD&R Partner Nathan K. Sleeper.

Paul Pressler, a CD&R Operating Partner, will assume the role of interim chief executive officer of Wilsonart upon the close of the transaction, expected in the fourth quarter.

"Wilsonart is extremely well-positioned for future growth," said Mr. Pressler. "We look forward to working with the management team to expand globally, invest in industry-leading innovation, service and distribution capabilities, and provide rewarding career opportunities for employees."

"We are pleased to be partnering with CD&R to establish the Decorative Surfaces business as a new, independent enterprise," said David B. Speer, ITW's chairman and chief executive officer. "ITW's continued ownership position reflects our confidence in CD&R's business-building capabilities and strong belief in the prospects for the new business."

CD&R's record of creating independent businesses from former divisions of larger corporations includes, most recently, Hussmann International, formerly a division of Ingersoll Rand, and Atkore International, formerly Tyco International's Electrical and Metal Products business.

CD&R has obtained committed financing from Barclays, Citigroup Global Markets Inc., Credit Suisse, Deutsche Bank, Goldman Sachs Bank USA, Morgan Stanley, and UBS Investment Bank. Barclays, Citigroup Global Markets Inc., Credit Suisse, Deutsche Bank Securities Inc., Morgan Stanley and UBS Investment Bank acted as financial advisors, and Debevoise & Plimpton LLP acted as legal advisor to CD&R in connection with the transaction.