Avnet to Acquire Marshall Industries in Largest

Electronics Distribution Merger Ever Phoenix (PROTEXT) - Roy Vallee, Chairman and Chief ExecutiveOfficer of Avnet, Inc. (NYSE: AVT), announced today that Avnethas agreed to acquire Marshall Industries (NYSE: MI) in a 50%cash and 50% stock merger transaction. Marshall shareholders willbe able to elect to receive either $39 in cash or .81569 sharesof Avnet common stock (based upon the closing price for Avnetcommon stock on June 25, 1999) subject to adjustment based uponthe average price of Avnet's common stock during a twenty-dayperiod prior to the closing and also subject to proration if morethan 50% cash or stock in the aggregate is elected. Thetransaction, including the assumption of debt, has an indicatedmarket value of approximately $830 million. The acquisition has been approved by the Boards of Directorsof both companies and is subject to the approval of theshareholders of both Avnet and Marshall as well as to regulatoryapprovals. Donaldson, Lufkin & Jenrette Securities Corporationacted as financial advisor to Marshall and Merrill Lynch servedas a financial advisor to Avnet. The transaction is expected toclose in about three months. Marshall Industries had sales of $1.7 billion in its fiscalyear ended May 31, 1999. Avnet, one of the world's largestindustrial distributors of electronic components and computerproducts, is expected to have sales in excess of $6.3 billionduring its fiscal year to end on July 2, 1999. Mr. Vallee said, "Marshall Industries, including its wholly-owned subsidiary Sterling Electronics, will be merged intoAvnet's Electronics Marketing business unit to create the largestelectronic components distribution enterprise in the Americas andthe most experienced and knowledgeable sales, marketing andtechnical services organization in our industry. This combinationbrings together two recognized leaders in the use of informationtechnology and will allow Avnet to benefit from Marshall'soutstanding leadership position in electronic business andelectronic commerce." Mr. Vallee also stated, "Based upon aconservative estimate of synergies resulting from the combinationof the businesses, the transaction is expected to be accretive toAvnet's earnings per share in the twelve-month period followingthe merger." He added, "The resulting economies of scale providea strategic differentiator for Avnet to meet the competitivechallenges facing our industry well into the future." Gordon Marshall, Chairman and Founder of Marshall, and one ofthe pioneers of the electronic components distribution industry,said, "I am proud of the legacy of Marshall Industries and amextremely pleased for our shareholders, employees, customers andsuppliers that we have found such an excellent partner in Avnet.I am confident that the combination of our two companies willcreate a world class organization capable of leading the industryinto the next millennium." Mr. Vallee further stated, "Following the merger, Avnet'sElectronics Marketing Americas will be comprised ofAvnet/Marshall, serving the traditional electronic componentsdistribution market, along with Avnet Integrated MaterialServices, addressing supply chain management, and Avnet DesignServices, providing engineering services, all reporting to SteveChurch, President of Avnet's Electronics Marketing Americas." Mr. Church said, "The combination of the Avnet, Marshall andSterling line cards will create the single best product offeringin our industry, including a leadership position in the majorityof Asian product lines." Robert Rodin, President and CEO of Marshall, stated, "Istrongly believe that all of our business partners will benefitfrom this powerful combination. This will create an excellentopportunity for our collective employees to deliver the valuerequired to meet the twenty-first century challenges of globalcustomer service." Mr. Vallee indicated that Mr. Rodin willassume the newly created position of President of GlobalStrategic Business Development, with involvement in supply chainmanagement, engineering design services and e-commerce businessventures, and will become Co-President joining Steve Church andBrian Hilton in the Office of the President of Global ElectronicsMarketing reporting directly to Mr. Vallee. Mr. Rodin will alsoserve on Avnet's Board of Directors as an advisory member andwill serve on Avnet's Management Board. As part of the acquisition of Marshall, Avnet will assume a16% ownership interest in Eurotronics BV, a Netherlands-basedpan-European electronic components distributor. Mr. Vallee alsoannounced that Avnet has made an offer to purchase the remaining84% of Eurotronics and is in discussions with SoneparElectronique International in that regard. Headquartered in Phoenix, Arizona, Avnet, Inc. is a Fortune500 company with annual sales exceeding $6.3 billion. With salesin 59 countries, Avnet markets, inventories and adds value to theproducts of the most prestigious electronic components andcomputer products manufacturers for customers worldwide. otsOriginal Text Service: Avnet, Inc. Internet:http://www.newsaktuell.de Contact: John Cole, Controller,john.cole@avnet.com, or Raymond Sadowski, SVP & CFO, both ofAvnet, Inc. (USA) 602-643-7291, Fax: (USA) 602-643-7363 Website: http://www.avnet.com

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