Griffon Corporation Amends ClosetMaid® Purchase Agreement

NEW YORK–(BUSINESS WIRE)–On September 25, 2017, Griffon Corporation (NYSE: GFF) and Emerson
(NYSE: EMR) entered into an amendment to the previously announced
purchase agreement for Griffon to acquire ClosetMaid
Corporation (“ClosetMaid”), a market leader of home storage and
organization products. The amendment provides for a reduction in
purchase price from $260 million to $200 million. After taking into
account tax benefits resulting from the transaction, the effective
purchase price was reduced from $225 million to $175 million.

Subsequent to our entering into the Purchase Agreement, ClosetMaid
management reported that the trend of increased manufacturing costs that
occurred primarily during the quarter ended June 30, 2017 continued
through the fourth quarter, resulting in unanticipated decreases in
operating results. ClosetMaid management also indicated it expects this
trend to impact future results. The terms of the Amendment are intended
to ensure that the valuation metrics used by the parties in establishing
the original purchase price are maintained.

Griffon and Emerson will make a joint election under Section 338(h)(10)
of the Internal Revenue Code, permitting the transaction to be treated
as an asset purchase for tax purposes. This election will generate a tax
benefit with an estimated present value of $25 million for Griffon and
its shareholders.

The acquisition of ClosetMaid will be immediately accretive to Griffon’s
cash flow and earnings. In the first full year of operations, Griffon
expects ClosetMaid to contribute approximately $300 million in revenue
and approximately $0.08 in earnings per share. Griffon’s effective
purchase price is 7 times expected EBITDA for the fiscal year
ending September 2018.

Griffon’s acquisition of ClosetMaid is expected to be financed through
committed debt financing which is expected to be in the form of a senior
notes offering and cash on hand. The acquisition is subject to customary
closing conditions and is expected to close on October 2, 2017.

Forward-looking Statements

“Safe Harbor” Statements under the Private Securities Litigation Reform
Act of 1995: All statements related to, among other things, income
(loss), earnings, cash flows, revenue, changes in operations, operating
improvements, industries in which Griffon operates and the United States
and global economies that are not historical are hereby identified as
“forward-looking statements” and may be indicated by words or phrases
such as “anticipates,” “supports,” “plans,” “projects,” “expects,”
“believes,” “should,” “would,” “could,” “hope,” “forecast,” “management
is of the opinion,” “may,” “will,” “estimates,” “intends,” “explores,”
“opportunities,” the negative of these expressions, use of the future
tense and similar words or phrases. Such forward-looking statements are
subject to inherent risks and uncertainties that could cause actual
results to differ materially from those expressed in any forward-looking
statements. These risks and uncertainties include, among others: current
economic conditions and uncertainties in the housing, credit and capital
markets; Griffon's ability to achieve expected savings from cost
control, integration and disposal initiatives; the ability to identify
and successfully consummate and integrate value-adding acquisition
opportunities; increasing competition and pricing pressures in the
markets served by Griffon’s operating companies; the ability of
Griffon’s operating companies to expand into new geographic and product
markets, and to anticipate and meet customer demands for new products
and product enhancements and innovations; reduced military spending by
the government on projects for which Griffon’s Telephonics Corporation
supplies products, including as a result of defense budget cuts and
other government actions; the ability of the federal government to fund
and conduct its operations; increases in the cost of raw materials such
as resin, wood and steel; changes in customer demand or loss of a
material customer at one of Griffon's operating companies; the potential
impact of seasonal variations and uncertain weather patterns on certain
of Griffon’s businesses; political events that could impact the
worldwide economy; a downgrade in Griffon’s credit ratings; changes in
international economic conditions including interest rate and currency
exchange fluctuations; the reliance by certain of Griffon’s businesses
on particular third party suppliers and manufacturers to meet customer
demands; the relative mix of products and services offered by Griffon’s
businesses, which could impact margins and operating efficiencies;
short-term capacity constraints or prolonged excess capacity; unforeseen
developments in contingencies, such as litigation and environmental
matters; unfavorable results of government agency contract audits of
Telephonics Corporation; Griffon’s ability to adequately protect and
maintain the validity of patent and other intellectual property rights;
the cyclical nature of the businesses of certain Griffon’s operating
companies; and possible terrorist threats and actions and their impact
on the global economy. Such statements reflect the views of the Company
with respect to future events and are subject to these and other risks,
as previously disclosed in the Company’s Securities and Exchange
Commission filings. Readers are cautioned not to place undue reliance on
these forward-looking statements. These forward-looking statements speak
only as of the date made. Griffon undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by law.

About Griffon Corporation

Griffon is a diversified management and holding company that conducts
business through wholly-owned subsidiaries. Griffon oversees the
operations of its subsidiaries, allocates resources among them and
manages their capital structures. Griffon provides direction and
assistance to its subsidiaries in connection with acquisition and growth
opportunities as well as in connection with divestitures. In order to
further diversify, Griffon also seeks out, evaluates and, when
appropriate, will acquire additional businesses that offer potentially
attractive returns on capital.

Headquartered in New York, N.Y., the Company was founded in 1959 and is
incorporated in Delaware. Griffon is listed on the New York Stock
Exchanges and trades under the symbol GFF.

Griffon currently conducts its operations through three reportable
segments:

• Home & Building Products consists of two companies, The AMES
  Companies, Inc. (“AMES”) and Clopay Building Products Company, Inc.
  (“CBP”):
  • AMES, founded in 1774, is the leading U.S. manufacturer and a
    global provider of long-handled tools and landscaping products for
    homeowners and professionals.
  • CBP, since 1964, is a leading manufacturer and marketer of
    residential and commercial garage doors and sells to professional
    dealers and some of the largest home center retail chains in North
    America.
• Telephonics Corporation, founded in 1933, is recognized globally as a
  leading provider of highly sophisticated intelligence, surveillance
  and communications solutions for defense, aerospace and commercial
  customers.
• Clopay Plastic Products Company, Inc., incorporated in 1934, is a
  global leader in the development and production of embossed, laminated
  and printed specialty plastic films for hygienic, health-care and
  industrial products and sells to some of the world's largest consumer
  products companies.

For more information on Griffon and its operating subsidiaries, please
see the Company’s website at www.griffon.com.

Contacts

Griffon Corporation
Brian G. Harris, 212-957-5000
SVP & Chief
Financial Officer
or
Investor Relations:
ICR
Inc.
Michael Callahan, 203-682-8311
Senior Vice President