March 11 (Reuters) - L S Starrett Co ( SCX ):

* THE L.S. STARRETT COMPANY ENTERS INTO A MERGER AGREEMENT

WITH

MIDDLEGROUND CAPITAL TO BECOME PRIVATE COMPANY

* L S STARRETT CO ( SCX ): STARRETT SHAREHOLDERS WILL RECEIVE $16.19

PER

SHARE IN TRANSACTION

* L S STARRETT CO ( SCX ) - MIDDLEGROUND INTENDS TO FUND TRANSACTION

WITH

A COMBINATION OF CASH FROM MIDDLEGROUND PARTNERS III, L.P. AND

COMMITTED FINANCING

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