Snap-on Incorporated and ProQuest Company Amend Agreement

KENOSHA, Wis.--(BUSINESS WIRE)--Nov. 1, 2006--Snap-on Incorporated (NYSE:SNA) announced on October 23, 2006 that it had entered into a definitive agreement to acquire ProQuest Business Solutions from ProQuest Company (NYSE:PQE) for approximately $480 million in cash plus the assumption of $19 million of debt.

Under the terms of the original definitive agreement, if ProQuest Company received an unsolicited proposal to purchase ProQuest Business Solutions that it determined was reasonably likely to lead to an agreement that was more favorable than the terms of the agreement with Snap-on (a "Superior Proposal"), ProQuest Company would be permitted to negotiate terms with the proposing party, potentially leading to the payment to Snap-on of a $10 million break-up fee. ProQuest Company notified Snap-on that it had received a Superior Proposal and on November 1, 2006, Snap-on and ProQuest Company agreed to amend the definitive agreement to eliminate the provisions which permitted ProQuest Company to consider additional proposals for the sale of ProQuest Business Solutions in exchange for a new purchase price of $508 million in cash plus the assumption of approximately $19 million of debt. Snap-on still expects the transaction to close by the end of November, 2006.

About ProQuest Business Solutions

ProQuest Business Solutions, headquartered in Richfield, Ohio, is a world leader in electronic parts catalogs. ProQuest products transform complex technical data for parts catalogs into easily accessed electronic information for the world's automotive, power equipment and power sports manufacturers and their dealer networks. ProQuest also provides warranty management systems and analytics to help dealerships manage and track performance.

About Snap-on

Snap-on Incorporated is a leading global innovator, manufacturer and marketer of tools, diagnostics and equipment solutions for professional users. Product lines include hand and power tools, tool storage, diagnostics software, information and management systems, shop equipment and other solutions for vehicle manufacturers, dealerships and repair centers, as well as customers in industry, government, agriculture and construction. Products are sold through its franchisees, company-direct sales and distributor channels, as well as over the Internet. Founded in 1920, Snap-on is a $2.4 billion, S&P 500 company headquartered in Kenosha, Wisconsin.

    For additional information on Snap-on, visit www.snapon.com.

    Forward-looking Statements

Statements in this news release that are not historical facts, including statements (i) that include the words "expects," "plans," "targets," "estimates," "believes," "anticipates," or similar words that reference Snap-on or its management; (ii) specifically identified as forward-looking; or (iii) describing Snap-on's or management's future outlook, plans, estimates, objectives or goals, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Snap-on cautions the reader that this news release contains statements, including earnings projections, that are forward-looking in nature and were developed by management in good faith and, accordingly, are subject to risks and uncertainties regarding Snap-on's expected results that could cause (and in some cases have caused) actual results to differ materially from those described in any such statement. The company's actual results may differ materially from those described or contemplated in the forward-looking statements. Factors that may cause the company's actual results to differ materially from those contained in the forward-looking statements include those found in the company's reports filed with the Securities and Exchange Commission, including the information under the "Safe Harbor" and "Risk Factors" headings in its Annual Report on Form 10-K filing dated February 21, 2006, its Form 10-Q filing dated July 26, 2006, and in its Form 8-K filing dated July 27, 2005, all of which are incorporated herein by reference, and Snap-on's and ProQuest Company's ability to complete all conditions to closing, including receipt of all regulatory approvals, and Snap-on's ability to successfully integrate this business. Snap-on disclaims any responsibility to update any forward-looking statement provided in this news release.

For additional information, please visit www.snapon.com.

CONTACT: Snap-on Incorporated
Investors:
Martin M. Ellen, 262-656-6462
or
Media:
Richard Secor, 262-656-5561

SOURCE: Snap-on Incorporated