Form 8-K · Current Report · Filed 2024-12-30

Barnes Group Inc. Announces Merger Agreement with Goat Holdco, LLC

Barnes Group Inc. has entered into a Merger Agreement with Goat Holdco, LLC, a Delaware limited liability company, and Goat Merger Sub, Inc., a Delaware corporation. The merger involves Goat Merger Sub merging with and into Barnes, with Barnes surviving as a wholly owned subsidiary of Goat Holdco. Several demand letters and complaints have been filed by purported stockholders alleging disclosure deficiencies in the definitive proxy statement. Barnes believes these allegations are without merit and has voluntarily made additional disclosures to avoid delaying the merger. Financial analyses by Goldman Sachs and Jefferies provide valuation support for the merger.