GENERAL BEARING CORPORATION 44 HIGH STREET

WEST NYACK, NY 10994

TO THE STOCKHOLDERS OF GENERAL BEARING CORPORATION:

You are cordially invited to attend a special meeting of stockholders of General Bearing Corporation (referred to in this proxy statement as “General Bearing”) to be held on March 19, 2012. At the meeting, you will be asked to consider proposals to adopt an Agreement and Plan of Merger relating to the merger (referred to in this proxy statement as the “Merger”) of an indirect wholly-owned subsidiary of SKF USA Inc. (referred to in this proxy statement as “SKF”) into General Bearing, resulting in General Bearing becoming an indirect wholly-owned subsidiary of SKF. The stockholders of General Bearing will receive $28 per share (which may be increased or decreased based on adjustments set forth in the Agreement and Plan of Merger and other contingencies described in this proxy statement), which includes (i) $23.16 per share in cash to be paid at the closing of the Merger and the right to receive additional cash consideration from escrow accounts in the future if such funds are not used for the purposes specified in the escrow agreement, in each case subject to contingencies described in this proxy statement (such cash consideration collectively referred to in this proxy statement as the “Cash Consideration”) and (ii) a contingent value right (referred to in this proxy statement as the “Non-Cash Consideration”), which may be adjusted as set forth in this proxy statement, in connection with the prior disposition of General Bearing’s interest in Jiangsu Lixing General Steel Ball Co., Ltd. (referred to in this proxy statement as “JLG”) (such Cash Consideration and Non-Cash Consideration, in the aggregate, is referred to in this proxy statement as the “Aggregate Consideration”). The value of the consideration to be paid by SKF is $125,000,000, subject to the adjustments described in this proxy statement.

The special meeting will be held at 10:00 a.m., New York, NY time, on March 19, 2012, at 44 High Street, West Nyack, NY 10994. At this important meeting, you will be asked to consider and vote upon the following proposals:

• The adoption of the Agreement and Plan of Merger dated February 12, 2012 among GBC Merger Sub, Inc. (referred to in this proxy statement as the “Merger Sub”), SKF Lager AB (the parent of Merger Sub, which is referred to in this proxy statement as the “Parent”), Atlas Management, Inc. (the parent of Parent and a wholly-owned subsidiary of SKF, which is referred to in this proxy statement as “Atlas”), SKF, Stockholder Representative Services, LLC (referred to in this proxy statement as “SRS”), solely in its capacity as stockholder representative and General Bearing, which provides for the merger of Merger Sub into General Bearing, resulting in: (i) General Bearing becoming an indirect wholly-owned subsidiary of SKF; (ii) the former stockholders of General Bearing receiving the Aggregate Consideration, and (iii) the consummation of all of the transactions contemplated therewith; and,

• The approval of any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies.

After careful consideration of all relevant factors, General Bearing’s Board of Directors has unanimously determined that these proposals are fair to and in the best interests of General Bearing and its stockholders and has recommended that you vote or give instruction to vote “FOR” adoption of each of them.

The proxy statement following this letter is dated February 24, 2012 and is first being mailed to General Bearing stockholders on February 24, 2012. This entire proxy statement should be carefully read.

General Bearing’s Board of Directors has specified the close of business on February 14, 2012 as the record date for the purpose of determining the stockholders who are entitled to receive notice of, and to vote at, the special meeting. Only stockholders of record at the close of business on the record date are entitled to notice of and to vote at the special meeting and at any adjournment or postponement thereof. Each stockholder of General

Bearing is entitled to one vote for each share of General Bearing Common Stock held on the record date. General Bearing’s Common Stock is quoted on the OTC Pink Sheets under the symbol “GNRL.pk” Upon the completion of the Merger, General Bearing’s Common Stock will cease to be publicly traded and will be cancelled.

This notice of special meeting and proxy statement contains detailed information concerning the proposal to adopt the Agreement and Plan of Merger, the other proposals and the meeting.

Under Delaware law, if the Merger is completed, holders of General Bearing’s Common Stock who do not vote in favor of the adoption of the Agreement and Plan of Merger (and take the other actions described in this proxy statement) will have the right to seek appraisal of the fair value of their shares as determined by the Delaware Court of Chancery. In order to exercise your appraisal rights, you must submit a written demand for an appraisal prior to the stockholder vote on the Agreement and Plan of Merger, not vote in favor of the adoption of the Agreement and Plan of Merger and all of the transactions contemplated thereby and comply with other Delaware law procedures explained in the accompanying proxy statement.

Description of the Companies:

SKF USA Inc. SKF is a leading global supplier of bearings, seals, mechatronics, lubrication systems, and services which include technical support, maintenance and reliability services, engineering consulting and training. SKF is represented in more than 130 countries and has over 15,000 distributor locations worldwide. Investor information for AB SKF can be found on its website at http://www.skf.com.

General Bearing Corporation. General Bearing, incorporated in 1958, manufactures, sources, assembles and distributes, under the trademarks “The General” and “Hyatt”, a variety of bearings and bearing components, including ball bearings, tapered roller bearings, spherical roller bearings and cylindrical roller bearings. General Bearing’s products are used in a range of applications, including automobiles, railroad cars, locomotives, trucks, heavy-duty truck trailers, office equipment, machinery and appliances. General Bearing supplies original equipment manufacturers and the industrial aftermarket principally in the United States and Canada. General Bearing has entered into a number of joint ventures in the People’s Republic of China. These joint ventures produce various ball and roller bearings and related products for the United States and foreign markets. The mailing address of General Bearing’s principal executive office is 44 High Street, West Nyack, NY 10994 and its telephone number is 845-358-6000.

Procedure. Pursuant to the Delaware General Corporation Law, the Agreement and Plan of Merger must be adopted by the holders of a majority of the issued and outstanding shares of General Bearing’s Common Stock. After its stockholders have adopted the Agreement and Plan of Merger, subject to certain government regulatory reviews and approvals, General Bearing and Merger Sub will consummate the Merger, subject to the terms and conditions as described in this proxy statement.

If the Merger Is Not Adopted and Approved. If the Agreement and Plan of Merger is not adopted and approved, General Bearing will not be able to go forward with the Merger and the stockholders of General Bearing will continue to own their General Bearing Common Stock and not receive any portion of the Cash Consideration. In addition, if the Agreement and Plan of Merger is not adopted and approved and, as a result, the Merger is not consummated, General Bearing will not distribute the Non-Cash Consideration to its stockholders.

Vote Required. Approval of the proposal to adopt the Agreement and Plan of Merger and all of the transactions contemplated hereby and as set forth in this proxy statement (collectively, referred to in this proxy statement as the “Merger Transactions”) and approval of the adjournment or postponement proposal requires the affirmative vote of holders of a majority of the outstanding shares of General Bearing’s Common Stock represented in person or by proxy and entitled to vote at the special meeting. Under Delaware law, no other business may be transacted at the special meeting.

Voting Power; Record Date. A General Bearing stockholder will be entitled to vote or direct votes to be cast at the special meeting if the stockholder owned General Bearing Common Stock at the close of business on February 14, 2012, the record date for the special meeting. Such stockholder will have one vote per proposal for

each share of General Bearing Common Stock owned at that time. At the close of business on February 14, 2012, the record date, there were 3,461,602 shares of General Bearing Common Stock outstanding.

Appraisal Rights. Stockholders who do not vote in favor of the proposal to adopt the Agreement and Plan of Merger will have the right to seek appraisal from the Delaware Court of Chancery and receive the fair value of their shares of General Bearing’s Common Stock in lieu of receiving the right to such stockholders’ pro rata right to the Cash Consideration if the Merger closes, but only if they perfect their appraisal rights by complying with the required procedures under Delaware law. See the “Appraisal Rights” section as set forth in this proxy statement. For the full text of Section 262 of the Delaware General Corporation Law, please see Annex A.

Proxies; Board Solicitation. Your proxy is being solicited by the General Bearing Board of Directors on each proposal being presented to stockholders at the special meeting. Proxies may be solicited in person or by mail. If you grant a proxy, you may still vote your shares in person if you revoke your proxy before the special meeting.

General Bearing’s Recommendation. After careful consideration, General Bearing’s Board of Directors has determined that the Merger Transactions are in the best interests of General Bearing and its stockholders. The Board of Directors has approved and declared advisable the proposals, and recommends that the stockholders of General Bearing vote, or direct that such stockholders’ vote to be cast, “FOR” the adoption of each proposal.

Your vote is important, regardless of the number of shares of General Bearing Common Stock you own. Whether or not you plan to attend the special meeting, please authorize the individuals named on your proxy card to vote your shares, by completing and promptly mailing your proxy card in the return envelope enclosed as described in the instructions included with your proxy card. This will not prevent you from voting in person at the special meeting, if you so desire.

Sincerely,

David Gussack Chairman and Chief Executive Officer

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE MERGER OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TABLE OF CONTENTS Page

THE SPECIAL MEETING OF THE STOCKHOLDERS OF GENERAL BEARING ............................................. 1

PROPOSALS TO BE ADOPTED AND APPROVED .............................................................................................. 3

PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER AND ALL TRANSACTIONS CONTEMPLATED THEREBY ........................................................................................ 3

PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL MEETING FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES .............................................................................................................................. 21

APPRAISAL RIGHTS ............................................................................................................................................. 22

DELIVERY OF DOCUMENTS TO STOCKHOLDERS ........................................................................................ 26

WHERE YOU CAN FIND MORE INFORMATION ............................................................................................. 27

ANNEX .................................................................................................................................................................... 28

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THE SPECIAL MEETING OF THE STOCKHOLDERS OF GENERAL BEARING

General Bearing is furnishing this proxy statement to its stockholders as part of the solicitation of proxies by the Board of Directors for use at the special meeting in connection with the proposal to adopt the Agreement and Plan of Merger relating to the merger of General Bearing with Merger Sub, a wholly-owned subsidiary of SKF, resulting in General Bearing becoming a wholly-owned subsidiary of SKF (referred to in this proxy statement as the “Merger”). The stockholders of General Bearing will receive $28 per share (which may be increased or decreased based on adjustments set forth in the Agreement and Plan of Merger and other contingencies described in this proxy statement), which includes (i) $23.16 per share in cash to be paid at the closing of the Merger and the right to receive additional cash consideration from escrow accounts in the future if such funds are not used for the purposes specified in the escrow agreement, in each case subject to contingencies described in this proxy statement (such cash consideration collectively referred to in this proxy statement as the “Cash Consideration”) and (ii) a contingent value right (referred to in this proxy statement as the “Non-Cash Consideration”), which may be adjusted as set forth in this proxy statement, in connection with the prior disposition of General Bearing’s interest in Jiangsu Lixing General Steel Ball Co., Ltd. (referred to in this proxy statement as “JLG”) (such Cash Consideration and Non-Cash Consideration, in the aggregate, is referred to in this proxy statement as the “Aggregate Consideration”). The value of the consideration to be paid by SKF is $125,000,000, subject to the adjustments described in this proxy statement.

This document provides information stockholders need to know to be able to vote or instruct their vote to be cast at the special meeting.

Date, Time and Place. General Bearing will hold the special meeting at 10:00 a.m., New York, NY time, on March 19, 2012, at 44 High Street, West Nyack, NY 10994 to vote on the proposals.

Purpose. At the special meeting, holders of General Bearing Common Stock will be asked to approve the following proposals:

• The adoption of the Agreement and Plan of Merger dated February 12, 2012 among Merger Sub, Parent, Atlas, SKF, SRS, solely in its capacity as stockholder representative, and General Bearing, which provides for the merger of Merger Sub into General Bearing, resulting in: (i) General Bearing becoming an indirect wholly-owned subsidiary of SKF; (ii) the former stockholders of General Bearing receiving the Aggregate Consideration; and (iii) the consummation of all of the transactions contemplated therewith; and

• The adjournment or postponement of the special meeting for the purpose of soliciting additional proxies.

General Bearing’s Board of Directors determined that each of the foregoing proposals are fair to, and in the best interests of, General Bearing and its stockholders, approved and declared each of them advisable, and recommends that General Bearing’s stockholders vote “FOR” the adoption of the Merger Transactions and any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies.

The special meeting has been called only to consider the foregoing proposals. Under Delaware law no other business may be transacted at the special meeting.

Record Date; Who is Entitled to Vote. The “record date” for the special meeting is February 14, 2012. Record holders of General Bearing Common Stock at the close of business on the record date are entitled to vote or have their votes cast at the special meeting. On the record date, there were 3,461,602 outstanding shares of General Bearing Common Stock. Each share of Common Stock is entitled to one vote per proposal at the special meeting.

Vote Required. Approval of the proposal to adopt the Merger Transactions and approval of the adjournment or postponement of the proposal requires the affirmative vote of holders of a majority of the outstanding shares of General Bearing Common Stock represented in person or by proxy and entitled to vote at the special meeting.

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Voting Your Shares. Your proxy card shows the number of shares you own.

There are two ways to vote your shares at the special meeting:

• By signing and returning the enclosed proxy card. If you vote by proxy card, your “proxy,” whose names are listed on the proxy card, will vote your shares as you instruct on the card. If you sign and return the proxy card, but do not give instructions on how to vote your shares, your shares will be voted as recommended by the General Bearing Board “FOR” approval of each proposal.

• You can attend the special meeting and vote in person. General Bearing will give you a ballot when you arrive. If your shares are held in the name of your broker, bank or another nominee, however, you must get a proxy from the broker, bank or other nominee. That is the only way General Bearing can be sure that the broker, bank or nominee has not already voted your shares.

Questions About Voting. If you have any questions about how to vote or direct a vote in respect of your General Bearing Common Stock, you may call the office of General Counsel of General Bearing, at (845) 535-8203. You may also want to consult your financial and other advisors about the vote.

Revoking Your Proxy and Changing Your Vote. If you are a record holder and you give a proxy, you may revoke it or change your voting instructions at any time before it is exercised by:

• Sending another proxy card with a later date;

• Notifying General Bearing Corporation, 44 High Street, West Nyack, NY 10994, Attention: John Stein, Secretary, in writing before the special meeting that you have revoked your proxy; or

• Attending the special meeting, revoking your proxy and voting in person.

If your shares are held in “street name,” consult your broker for instructions on how to revoke your proxy or change your vote.

Broker Non-Votes. If your broker holds your shares in its name and you do not give the broker voting instructions, Financial Industry Regulatory Authority (FINRA) rules prohibit your broker from voting your shares on the proposal to adopt the Agreement and Plan of Merger. This is known as a “broker non-vote.”

Rights of Stockholders Who Object to the Merger. In the event any stockholder of General Bearing objects to the proposals, such stockholder is entitled to appraisal rights under Delaware law in connection with the Merger. This means that such dissenting stockholder of General Bearing is entitled to have the value of its shares determined by the Delaware Court of Chancery and to receive payment based on that valuation. The ultimate amount such dissenting stockholder receives in an appraisal proceeding may be more than, the same as or less than the amount it would have received under the Agreement and Plan of Merger. To exercise its appraisal rights, such dissenting stockholder of General Bearing must submit a written demand for appraisal to General Bearing before the vote is taken on the proposal to adopt the Agreement and Plan of Merger, such dissenting stockholder must not vote in favor of the proposal to adopt the Agreement and Plan of Merger and such dissenting stockholder must comply with other Delaware law procedures explained in this proxy statement. Any dissenting stockholder’s failure to follow exactly the procedures specified under Delaware law will result in the loss of its appraisal rights. See the “Appraisal Rights” section set forth in this proxy statement. The text of the Delaware appraisal rights statute is reproduced in its entirety as Annex A to this proxy statement.

Solicitation Costs. General Bearing will ask banks, brokers and other institutions, nominees and fiduciaries to forward proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. General Bearing will reimburse them for their reasonable expenses.

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PROPOSALS TO BE ADOPTED AND APPROVED

I. PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER AND ALL TRANSACTIONS CONTEMPLATED THEREBY

General On February 12, 2012, General Bearing entered into an Agreement and Plan of Merger among Merger Sub, Parent, Atlas, SKF and SRS, solely in its capacity as stockholder representative (referred to in this proxy statement as the “Stockholder Representative”). Pursuant to the Agreement and Plan of Merger, Merger Sub will merge into General Bearing, resulting in General Bearing becoming an indirect wholly-owned subsidiary of SKF. The value of the consideration to be paid by SKF, subject to increase or decrease for certain adjustments specified in the Agreement and Plan of Merger, is equal to $125,000,000. At the closing of the Merger, the stockholders of General Bearing (who have not exercised appraisal rights) will receive:

• $23.16 per share in cash at the closing of the Merger (which may be increased or decreased subject to the closing adjustment and other contingencies described in this proxy statement);

• A right to receive a contingent value right resulting from the prior disposition of General Bearing’s interest in JLG, which may be adjusted as set forth in this proxy statement (referred to in this proxy statement as the “Non-Cash Consideration”).

• The future right to receive the portion of the Cash Consideration set forth in a closing adjustment escrow account, if such account is not used for the purposes specified in the Agreement and Plan of Merger;

• the future right to receive the portion of the Cash Consideration set forth in a general escrow account, if such account is not used for the purposes specified in the Agreement and Plan of Merger; and

• the future right to receive the portion of the Cash Consideration set forth in a stockholder representative account, if such account is not used for the purposes specified in the Agreement and Plan of Merger and the agreement with the Stockholder Representative and the Advisory Board (as such agreement is further described in this proxy statement).

The stockholders of General Bearing will be paid the amounts in the 3rd, 4th and 5th bullet points above based on the occurrence (or failure to occur) of certain events and on dates as mutually agreed upon by Parent and General Bearing, as further described in the Agreement and Plan of Merger.

Current stockholders of General Bearing will cease to have any interest in General Bearing after the Merger.

The Agreement and Plan of Merger

This section describes the material terms of the Agreement and Plan of Merger. This summary does not purport to be complete and may not contain all of the information about the Agreement and Plan of Merger that is important to you. This section is not intended to provide you with any factual information about General Bearing.

Effects of the Merger; Directors and Officers; Certificate Of Incorporation; Bylaws; Treatment of Stock Certificates The Agreement and Plan of Merger provides for the merger of Merger Sub with and into General Bearing upon the terms, and subject to the conditions, set forth in the Agreement and Plan of Merger. As the surviving corporation, General Bearing will continue to exist following the Merger as a wholly-owned subsidiary of Parent (referred to in this proxy statement as the “Surviving Corporation”).

After the effective time of the Merger, the directors of Merger Sub immediately prior to the effective time of the Merger will become the directors of General Bearing, and the officers of Merger Sub immediately prior to the effective time of the Merger will become the officers of General Bearing.

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The certificate of incorporation of the Surviving Corporation will be in the form of the certificate of incorporation attached as an exhibit to the Agreement and Plan of Merger, until amended in accordance with its terms and applicable law. The bylaws of Merger Sub, as in effect immediately prior to the effective time of the Merger will, by virtue of the Merger, be the bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the certificate of incorporation of the Surviving Corporation and as provided by law.

Following the completion of the Merger, General Bearing Common Stock will cease to be publicly traded and will be cancelled.

The Agreement and Plan of Merger and all of the transactions contemplated hereby and as set forth in this proxy statement are collectively referred to in this proxy statement as the “Merger Transactions”.

Parent Group Representative In order to, among other things, effectively administer the actions of SKF, Atlas, Parent and the Merger Sub (collectively referred to in this proxy statement as the “Parent Group”) under the Agreement and Plan of Merger, each of such parties appointed SKF to act as the Parent Group representative (referred to in this proxy statement as the “Parent Group Representative”) and to take all actions necessary or otherwise exercise the rights and fulfill the obligations of any of SKF, Atlas, Parent and the Merger Sub under the Agreement and Plan of Merger. All decisions and actions by the Parent Group Representative are binding on each of SKF, Atlas, Parent and the Merger Sub and none of them will have the right to dissent or protest such decisions and actions. General Bearing, on behalf of itself and its subsidiaries, and the Stockholder Representative will be entitled to rely conclusively on the Parent Group Representative.

Stockholder Representative In order to effectively administer the actions of the stockholders of General Bearing under the Agreement and Plan of Merger, the stockholders of General Bearing, by approval of the Agreement and Plan of Merger will be agreeing to appoint SRS as the Stockholder Representative to act on behalf of each of the stockholders of General Bearing after the closing of the Merger in connection with the activities to be performed by the stockholders of General Bearing under the Agreement and Plan of Merger. SRS will receive a one-time fee of $50,000 in its capacity as the Stockholder Representative. SRS will act at the direction of an advisory board, (which is referred to in this proxy statement as the “Advisory Board”), which will be comprised of David Gussack, Ron Fetzer and Fred Groveman, all of whom are current directors of General Bearing. The members of the Advisory Board will not receive any compensation for their services in connection therewith. At the closing of the Merger, $500,000 of the Aggregate Consideration will be deposited in a fund to be administered and managed by the Stockholder Representative at the direction of the Advisory Board (referred to in this proxy statement as the “Stockholder Representative Fund”, as further described below). All actions by the Stockholder Representative are binding on the stockholders of General Bearing and no stockholder of General Bearing will have the right to dissent or protest such actions. The Parent Group and the Parent Group Representative will be entitled to rely conclusively on the Stockholder Representative. Among the powers and authority of the Stockholder Representative is the ability and power, in each case solely at the direction of the Advisory Board:

• to give and receive notices and communications under the Agreement and Plan of Merger; • to represent or certify the power and authority of the Stockholder Representative to act on behalf of any or

all stockholders of General Bearing; • to execute and deliver such waivers and consents in connection with the Agreement and Plan of Merger and

the consummation of the transactions thereby; • to receive service of process in connection with any claims or actions under the Agreement and Plan of

Merger; • to use commercially reasonable efforts to enforce and protect the rights and interests of the stockholders of

General Bearing arising out of or under or in any manner relating to the Agreement and Plan of Merger and, in connection with such power, to (i) assert or institute any action; (ii) investigate, defend, contest or litigate any action initiated by Parent, or any other person against the Stockholder Representative or any

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stockholder of General Bearing relating to the Agreement and Plan of Merger or the transactions contemplated thereby; (iii) settle or compromise any action relating to the Agreement and Plan of Merger; and (iv) file and prosecute appeals from any judgment rendered in any action;

• to enforce payment and distribution of any amounts payable to the stockholders of General Bearing and to make any withholding of taxes that the Stockholder Representative deems necessary;

• to act on behalf of the stockholders of General Bearing with regard to matters pertaining to the determination of the post-closing working capital adjustment;

• to hold, deposit or invest and reinvest the Stockholder Representative Fund; • to pay or cause to be paid to the stockholders of General Bearing any amounts that may become available

pursuant to the Agreement and Plan of Merger; • to withhold from any cash payment or distribution to the stockholders of General Bearing on and after the

date of the Agreement and Plan of Merger, the amount of any reasonable cost and expense incurred directly or indirectly by the Stockholder Representative in connection with its obligations under the Agreement and Plan of Merger or in connection with the transactions contemplated by the Merger;

• to distribute amounts payable to the stockholders of General Bearing in respect of shares of General Bearing Common Stock, company options and any amounts released from the general escrow fund and closing adjustment escrow fund;

• to distribute to the stockholders of General Bearing any amount of the Stockholder Representative Fund that the Advisory Board may from time to time determine in its sole discretion is properly distributable to the stockholders of General Bearing;

• to negotiate and settle disputes and controversies with the escrow agent (overseeing the general escrow fund and the closing adjustment escrow fund), Parent and the Surviving Corporation; and

• to execute and deliver any waivers and consents required under the Agreement and Plan of Merger and in connection with the consummation of the Merger.

The Stockholder Representative Fund will be used to pay the fees and expenses of the Stockholder Representative arising from, among other things:

• any audit or administrative or court proceeding relating to any tax for which the stockholders of General Bearing are required to indemnify the Parent Group (including, in each case, the costs of any legal counsel employed by the Stockholder Representative);

• to the extent Stockholder Representative does not control the defense of any audit or administrative or court proceeding relating to any tax for which the stockholders of General Bearing are required to indemnify the Parent Group, the participation by the Stockholder Representative in such defense;

• any insurance obtained by the Stockholder Representative, covering such risks and liabilities arising in connection with the Stockholder Representative’s duties and obligations under the Agreement and Plan of Merger;

• any indemnification of the Stockholder Representative by the stockholders of General Bearing under the Agreement and Plan of Merger; and

• any expenses incurred by the Stockholder Representative in the performance of its duties and obligations under the Agreement and Plan of Merger and the agreement with the Stockholder Representative and the Advisory Board (as such agreement is further described in this proxy statement).

Closing and Effective Time of The Merger The closing of the Merger will take place no later than the 3rd business day after the satisfaction or waiver in accordance with the Agreement and Plan of Merger of all of the conditions to the closing of the Merger (described under “Conditions to the Merger” below) or at such other date as the parties may agree in writing. The effective time of the Merger will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later date as General Bearing and Parent may agree and specify in the certificate of merger). Merger Consideration At the effective time of the Merger, each share of General Bearing Common Stock issued and outstanding immediately prior to the effective time of the Merger (except for shares outstanding immediately prior to the effective time of the Merger held by a holder who has perfected such holder’s right to dissent under the DGCL) will

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be converted into the right to receive the Cash Consideration (which may be increased or decreased based on certain adjustments set forth in the Agreement and Plan of Merger and other contingencies described in this proxy statement), and the Non-Cash Consideration (which may be adjusted as set forth in this proxy statement), and in each case, without interest, less any applicable withholding taxes and subject to further adjustments and holdbacks as described in this proxy statement. General Bearing treasury stock will be cancelled without payment of any consideration. Each share of common stock of Merger Sub issued and outstanding immediately prior to the effective time of the Merger will be converted into and become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. General Bearing Common Stock owned by stockholders with respect to which appraisal has been properly demanded under the DGCL, unless that demand has been withdrawn or becomes ineligible, will be cancelled without payment of consideration. Those stockholders will instead be entitled only to the Non-Cash Consideration and the appraisal rights provided under the DGCL.

Treatment of General Bearing Common Stock Options Immediately prior to the effective time of the Merger, each then-outstanding option to purchase shares of General Bearing Common Stock granted under any of General Bearing’s equity plans (including General Bearing’s 1996 Stock Option and Performance Award Plan), whether or not vested or exercisable, will become fully vested and cancelled and will solely represent the right to receive, and Parent will pay to each such individual holder, not later than 5 business days after the effective time of the Merger, cash in an amount equal to the product of (A) the total number of shares of General Bearing Common Stock previously subject to each stock option and (B) the excess, if any, of the Cash Consideration over the exercise price per share of General Bearing Common Stock subject to such stock option. Each holder of such options will also have the right to receive the Non-Cash Consideration and a pro rata share of any payment made to the Stockholder Representative under the Agreement and Plan of Merger for the benefit of the holders of General Bearing Common Stock, which will be paid by the Stockholder Representative to each holder of a stock option, in each case without interest and less any applicable withholding taxes. Closing Adjustment To determine the closing adjustment, the Chief Financial Officer of General Bearing will deliver to the Parent Group Representative, immediately prior to the closing of the Merger, a closing certificate setting forth estimated amounts (as of the proposed date of the closing of the Merger) of General Bearing’s cash balance, indebtedness, working capital and closing adjustment. Within 45 days after the closing of the Merger, Parent will prepare a similar statement setting forth the Surviving Corporation’s actual amounts (as of the closing) of General Bearing’s cash balance, indebtedness, working capital and working capital adjustment. Any dispute with respect to these amounts as calculated by Parent will be resolved by a mutually agreed upon independent accountant. The parties have agreed to a closing adjustment escrow fund in the amount of $2,000,000. In the event that it is determined, pursuant to the reconciliation set forth above, that the Surviving Corporation maintained (as of the closing date of the Merger): (i) an amount of working capital (which will be net of indebtedness and cash of General Bearing at the closing of the Merger) in excess of a mutually agreed upon threshold, such excess will be paid from the closing adjustment escrow fund to the stockholders of General Bearing or (ii) an amount of working capital (which will be net of indebtedness and cash of General Bearing at the closing of the Merger) that is less than the mutually agreed upon threshold, an amount equal to such difference will be paid to Parent from the closing adjustment escrow fund. To the extent there is any portion of the closing adjustment escrow fund remaining after the closing of the Merger and any payments due and owing to Parent are made from the closing adjustment escrow fund, such remaining amount will be paid to the stockholders of General Bearing. Absent a breach of the Agreement and Plan of Merger, Parent’s sole recourse and exclusive remedy in connection with the calculation of the closing adjustment is the closing adjustment escrow fund plus an amount up to $1,000,000 from the general escrow fund.

Exchange and Payment Procedures

As soon as practicable after the effective time of the Merger, a paying agent designated by General Bearing will mail to each holder of record of General Bearing Common Stock a letter of transmittal and instructions for effecting the surrender of the certificates evidencing the shares of General Bearing Common Stock in exchange for the Aggregate Consideration to be paid as set forth in this proxy statement.

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You should not return your stock certificates with the enclosed proxy card and you should not forward your stock certificates to the paying agent without a letter of transmittal. If you are the record holder of shares of General Bearing Common Stock, you will not be entitled to receive your portion of the Aggregate Consideration until you deliver a duly completed and executed letter of transmittal to the paying agent and surrender your stock certificate or certificates to the paying agent.

No interest will be paid or accrued on the Aggregate Consideration upon the stockholders of General Bearing’s surrender of their certificate or certificates. Parent, the Surviving Corporation, the paying agent and/or the Stockholder Representative will be entitled to deduct and withhold any applicable taxes from the Aggregate Consideration. Any sum that is withheld will be treated as having been paid to the person in respect of whom it is withheld.

After the effective time of the Merger, General Bearing’s stock transfer books will be closed and thereafter there will be no further registration of transfers of shares of General Bearing Common Stock that were outstanding prior to the effective time of the Merger. If, after the effective time of the Merger, stock certificates are presented to the Surviving Corporation for transfer, those stock certificates will be cancelled and exchanged for the Aggregate Consideration.

After the date that is 9 months after the effective time of the Merger, the Surviving Corporation may require the paying agent to deliver to it any remaining undistributed funds that have not been disbursed to holders of General Bearing Common Stock, and thereafter such holders will be entitled only to receive from the Surviving Corporation (subject to abandoned property, escheat or other similar laws) payment of their claims for the Cash Consideration. None of the Parent, the Surviving Corporation or the paying agent will be liable to any holder of General Bearing Common Stock for any amount required to be delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any Cash Consideration remaining unclaimed by holders of General Bearing Common Stock immediately prior to the time the amounts would otherwise escheat to or become the property of any governmental entity will, to the extent permitted by applicable law, become the property of Parent, free and clear of any claims or interest.

If a stockholder of General Bearing has lost a certificate, or if it has been stolen or destroyed, then, before such stockholder will be entitled to receive such stockholder’s portion of the Aggregate Consideration, such stockholder will have to make an affidavit of that fact, and, if required by General Bearing, post a bond in such reasonable amount as General Bearing may direct, as indemnity against any claim that may be made against Surviving Corporation with respect to that certificate. These procedures will be described in the letter of transmittal that the stockholders of General Bearing will receive, which you should read carefully in its entirety.

Representations and Warranties General Bearing made certain representations and warranties in the Agreement and Plan of Merger that are subject, in some cases, to specified exceptions and qualifications contained in the Agreement and Plan of Merger and the matters contained in the disclosure schedules General Bearing delivered in connection with the Agreement and Plan of Merger. These representations and warranties relate to, among other things:

• General Bearing’s due organization, existence, good standing, power and authority to carry on its business;

• the absence of encumbrances on General Bearing’s ownership of the equity interests of its subsidiaries;

• General Bearing’s corporate power and authority to enter into, and consummate the transactions under, the Agreement and Plan of Merger, and the enforceability of the Agreement and Plan of Merger against General Bearing;

• the declaration of advisability and the approval of the Agreement and Plan of Merger and the Merger by the Board of Directors of General Bearing (referred to in the proxy statement as the “Board of Directors”);

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• the absence of violations of, or conflicts with, General Bearing’s governing documents, applicable law and certain agreements as a result of its entering into and performing General Bearing’s obligations under the Agreement and Plan of Merger;

• General Bearing’s financial statements;

• the absence of a material adverse effect (as described below) since October 1, 2011 and the absence of certain other changes or events since that time through the date of the Agreement and Plan of Merger;

• material contracts, the absence of any default under any material contract and the absence of any undisclosed material contracts or transactions with General Bearing’s executive officers or directors or any person beneficially owning more than 5% of General Bearing’s Common Stock;

• the nature and expenses of legal proceedings, investigations and governmental orders against General Bearing or its subsidiaries;

• compliance with laws and receipt of required permits and compliance with the terms thereof;

• product warranties and product liabilities; and

• the absence of any undisclosed brokers’ or finders’ fees incurred by General Bearing. Many of General Bearing’s representations and warranties are qualified by, among other things, exceptions relating to the absence of a “material adverse effect,” which means any state of facts, change, event, circumstance or occurrence, in each case that, individually or in the aggregate with all other such states of facts, changes, events, circumstances or occurrences, would have a material adverse effect on the business, assets, property, financial condition or results of operations of General Bearing and its subsidiaries, taken as a whole, or General Bearing’s ability to consummate the Merger. However, none of the following, or any change, event, circumstance or development arising or resulting from any of the following, will constitute, or will constitute a basis for determining that there has occurred, a material adverse effect:

• general economic conditions in the United States or any other country or region in the world, or conditions in the global economy generally;

• conditions in the industries or markets in which General Bearing operates;

• the effect of any change arising from earthquakes, hostilities, acts of war, sabotage or terrorism or military

activities (including any escalation or general worsening of any such hostilities, acts of war, sabotage or terrorism);

• the public announcement of the Agreement and Plan of Merger or the consummation of the Merger or other

transactions contemplated by the Agreement and Plan of Merger;

• changes in laws or other legal or regulatory conditions, or the interpretation thereof, or changes in GAAP or Chinese GAAP, or the interpretation thereof;

• any action taken by any member of the Parent Group or their affiliates with respect to the Merger; and

• the failure of General Bearing or any of its subsidiaries to meet any of their internal projections or

forecasts.

In certain circumstances, any change, event, circumstance or development referred to in the bullets above may be taken into account in determining whether there has been a material adverse effect to the extent that change, event, circumstance or development has a disproportionately adverse effect on General Bearing and its subsidiaries, taken as a whole, as compared to other industry participants.

The Agreement and Plan of Merger also contains certain representations and warranties made by the Parent Group that are subject, in some cases, to specified exceptions and qualifications contained in the Agreement and Plan of Merger. The representations and warranties of the Parent Group relate to, among other things:

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• their due organization, existence and good standing;

• their corporate power and authority to enter into, and consummate the transactions under, the Agreement and Plan of Merger, and the enforceability of the Agreement and Plan of Merger against them;

• the absence of violations of, or conflicts with, their governing documents and applicable law as a result of their entering into and performing under the Agreement and Plan of Merger;

• the absence of legal proceedings and court orders or decrees against the Parent Group;

• operations of Parent and Merger Sub;

• sufficiency of funds;

• the absence of certain agreements or compensation or employee arrangements.

• the absence of any undisclosed brokers’ or finders’ fees.

Some of the Parent Group’s and Merger Sub’s representations and warranties are qualified by, among other things, exceptions relating to the absence of a “material adverse effect.” Generally, the representations, warranties, covenants and agreements of General Bearing and the Parent Group made pursuant to the Agreement and Plan of Merger will survive the closing of the Merger for a period of 18 months.

Conduct of General Bearing’s Business Pending the Merger Under the Agreement and Plan of Merger, General Bearing has agreed that, subject to certain exceptions set forth in the Agreement and Plan of Merger and the matters contained in the disclosure schedule General Bearing delivered in connection with the Agreement and Plan of Merger or as required by law or regulation, between the date of the Agreement and Plan of Merger and the effective time of the Merger, General Bearing will conduct its businesses consistent with past practice and will not undertake any of the following unless Parent Group Representative gives its prior written approval (which cannot be unreasonably withheld, conditioned or delayed):

• amend, modify or supplement General Bearing’s organizational documents (or any similar document in respect of any subsidiary);

• amend, waive any provision of, terminate prior to its scheduled expiration date, or otherwise compromise in any way, any material contract, except in the ordinary course of business;

• modify, amend or enter into any contract, agreement, lease, license or commitment, which (i) is with respect to real property (except any real property lease not in excess of $300,000 in annual rent) or (ii) obligates the payment of more than $200,000 (individually or in the aggregate);

• make any individual capital expenditures in excess of $250,000 (individually or in the aggregate), except in the ordinary course of business or as otherwise disclosed to the Parent Group prior to the execution of the Agreement and Plan of Merger;

• sell, lease, license or otherwise dispose of any of General Bearing’s assets (other than obsolete assets or any asset not used in connection with the operation of the business) except (i) assets covered by any existing contract and (ii) sales of inventory in the ordinary course;

• pay, declare or promise to pay any dividends or other distributions with respect to its capital stock, or pay, declare or promise to pay any other payments to any stockholder of General Bearing (other than, in the case of any stockholder as an employee of General Bearing, payments of salary accrued) or any affiliate of General Bearing;

• authorize any salary increase of more than 3% for any employee making an annual salary of greater than $100,000 on an annual basis or change the bonus or profit sharing policies of General Bearing;

• adopt or enter into any collective bargaining agreements; • announce, give notice of or carry out any mass layoff of employees; • settle or compromise any action, arbitration, claim, hearing, litigation or suit (whether civil, criminal,

administrative, judicial or investigative, whether formal or informal, whether public or private) commenced, brought, conducted or heard by or before any governmental body related to or in connection

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with the business of General Bearing if the terms of such settlement or compromise would alter the conduct of the business of General Bearing;

• obtain or incur any loan or other indebtedness, except in the ordinary course of business or refinancings or renewals of any loan or other indebtedness in existence on the date of this Agreement;

• suffer or incur any lien on any of its assets other than permitted liens; • adopt, establish, enter into, amend, or modify (except to the extent required by law), any employee benefit

plan or fail to continue to make timely contributions thereto in accordance with the terms thereof; • grant any material increase in the compensation or benefits of, or any severance, change in control,

retention, termination or similar compensation or benefits of, any current or former employee of General Bearing or any of its subsidiaries, or take any action to accelerate the time of vesting or payment of any compensation or benefit;

• make any change in the accounting principles or methods of General Bearing; • terminate or cancel, or amend or modify in any respect, any insurance policies covering General Bearing or

any of its subsidiaries or any of their properties such that the level of insurance coverage is not substantially the same;

• grant any option or right to purchase any General Bearing Common Stock; • change the place of business or jurisdiction of organization of General Bearing; • extend more than $10,000 in the aggregate, at any given time, in loans to employees other than travel or

other expense advances to employees in the ordinary course of business; • issue, redeem or repurchase any shares of General Bearing Common Stock, or issue any securities

exchangeable for or convertible into any shares of General Bearing Common Stock; • make or change any material tax election or change any annual Tax accounting periods; or • otherwise agree to do any of the foregoing acts.

Non-Solicitation of Alternative Acquisition Proposals During the period beginning on the date of the Agreement and Plan of Merger (referred to in this proxy statement as the “No-Shop Period Start Time”), General Bearing and its subsidiaries and respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives will: (i) cease any discussions or negotiations with any persons that may be ongoing with respect to any proposal to acquire General Bearing, and (ii) not, directly or indirectly, (A) initiate, solicit or knowingly encourage any inquiries or the making of any proposal or offer that constitutes a potential acquisition, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data concerning General Bearing and its subsidiaries to any third party relating a potential proposal for acquiring General Bearing and its subsidiaries, or (C) otherwise knowingly facilitate any effort or attempt to make a potential proposal for acquiring General Bearing. At any time following the No-Shop Period Start Time and prior to the time the approval of the Agreement and Plan of Merger by the stockholders of General Bearing is obtained, if General Bearing receives a written or oral proposal for General Bearing’s acquisition, which was made after the No-Shop Period Start Time, General Bearing and its representatives may contact such person to clarify the terms and conditions thereof and:

• General Bearing and its representatives may provide non-public information and data concerning General Bearing and its subsidiaries in response to a request therefor by such person if General Bearing receives from such person an executed confidentiality agreement on customary terms;

• General Bearing and its representatives may engage or participate in any discussions or negotiations with such person; and

• a special committee of the Board of Directors comprised solely of the independent directors of General Bearing (referred to in this proxy statement as the “Special Committee”) or the Board (subject to the recommendation of the Special Committee), may, or may propose to, recommend, or otherwise declare advisable such an acquisition proposal.

Notwithstanding the foregoing, in connection with receiving a potentially superior acquisition proposal to the current proposal from Parent, General Bearing agrees to negotiate in good faith with Parent for a period of 5 business days (to the extent Parent desires to negotiate) (referred to in this proxy statement as the “Good Faith

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Negotiating Period”) to make any modifications or adjustments in the terms and conditions of the current Agreement and Plan of Merger so that any other proposal to General Bearing ceases to constitute a proposal superior to current proposal from Parent. However, if at the end of this Good Faith Negotiating Period, the special committee of the Board of Directors determines in good faith, taking into account any changes to the terms of the Agreement and Plan of Merger proposed by Parent, if any, that the alternative proposal from a party other than Parent continues to constitute a superior proposal to Parent’s current proposal, the Board of Directors may recommend such superior proposal to the stockholders of General Bearing (referred to in this proxy statement as a “Change of Recommendation”). The foregoing is subject to and qualified to the extent:

• General Bearing has otherwise complied with its obligations described under this section in all material respects and has received a written alternative acquisition proposal from a third party that the Board of Directors or the Special Committee believes in good faith to be bona fide;

• the Board of Directors or the Special Committee determines in good faith that the alternative acquisition proposal constitutes or could reasonably be expected to result in a superior proposal; and

• the Board of Directors or the Special Committee determines in good faith that the failure to take such action could be inconsistent with the fiduciary duties of the Board of Directors or the Special Committee to the stockholders of General Bearing under applicable law.

Except as otherwise set forth above, prior to obtaining the required vote of General Bearing’s stockholders, its Board of Directors (and Special Committee) may not, directly or indirectly:

• withhold, withdraw, qualify or modify, in a manner adverse to Parent, the Board of Directors’ recommendation with respect to the proposal to adopt the Agreement and Plan of Merger; or

• cause or permit General Bearing to enter into any acquisition agreement, Agreement and Plan of Merger or similar definitive agreement (other than a confidentiality agreement as described above) with a third party.

Regulatory Approval

General Bearing and Parent have agreed (i) to use their best efforts to avoid or eliminate each and every impediment required for the closing of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (referred to in this proxy statement as the “HSR Act”), the Sherman Act, as amended; the Clayton Act, as amended; the Federal Trade Commission Act, as amended; and any other federal, state or foreign law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (referred to in this proxy statement as the “antitrust laws”), (ii) to respond as promptly as practicable to any government requests or inquiries for information under any antitrust law, (iii) to participate in meetings with any government officials in the course of the respective government agencies review of the Merger under any antitrust law; (iv) to defend through litigation on the merits, including appeals, any claim asserted in any court or other proceeding by any party, and to have any stay or temporary restraining order vacated or reversed, that restricts, prevents or prohibits the consummation of the Merger or any other transaction contemplated by the Agreement and Plan of Merger, and (v) to propose, negotiate and commit to such limitations on its or their conduct or action as may be required in order to obtain any consent of any government authority under any antitrust law. The parties to the Agreement and Plan of Merger will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other party’s outside counsel any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party to the Agreement and Plan of Merger in connection with proceedings under or relating to any antitrust law.

Certain Acquisitions and Dispositions Prior to the Consummation of the Merger

Prior to the consummation of the Merger, General Bearing continued to own 50% of Ningbo General Bearing Co., Ltd. (referred to in this proxy statement as “NGBC”). As a condition of the Merger, General Bearing will acquire the remaining 50% of NGBC from General Bearing’s joint venture partner in such entity, such that General Bearing will hold 100% of NGBC at the time of the consummation of the Merger (referred to in this proxy statement as the “NGBC Acquisition”). A portion of the proceeds to be paid by SKF in connection with the Merger will be used to pay for the NGBC acquisition and, as such, Aggregate Consideration is net of the estimated cost of the NGBC Acquisition. Any change in the consideration required to consummate the NGBC Acquisition, as presently

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estimated by General Bearing, may affect the Aggregate Consideration. The Parent Group Representative will have the right to review and reasonably approve the agreements relating to the NGBC Acquisition. The Parent Group will not be required to consummate the Merger in the event the NGBC Acquisition is not consummated on or prior to the closing of the Merger. Prior to the consummation of the Merger, General Bearing owned, directly and indirectly, approximately 48% of Jiangsu Lixing General Steel Ball Co., Ltd. (referred to this Proxy Statement as “JLG”) and entered into an agreement with its joint venture partner in JLG to sell all of General Bearing’s interest in JLG to such partner. As a condition of the Merger, General Bearing has concluded the sale of its interest in JLG to its partner in the JLG venture (referred to in this proxy statement as the “JLG Disposition”).

Conditions to the Merger The respective obligations of General Bearing and the Parent Group to consummate the Merger are subject to the satisfaction of the following conditions on or prior to the effective time of the Merger:

• the Agreement and Plan of Merger must have been duly adopted by holders of a majority of the outstanding shares of General Bearing Common Stock;

• the waiting period applicable to the consummation of the Merger under the HSR Act must have expired or been terminated;

• other than the filing of the certificate of merger, all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any governmental entity in connection with the Merger and the consummation of the other transactions contemplated by the Agreement and Plan of Merger, the failure of which to file, obtain or occur would have a material adverse effect, must have been filed and been obtained or occurred; and

• no governmental entity of competent jurisdiction has enacted, issued or enforced any order, executive order, stay, decree, judgment or injunction (preliminary or permanent) or statute, rule or regulation that is in effect and that has the effect of prohibiting consummation of the Merger or the other transactions contemplated by the Merger.

The obligations of the Parent Group to effect the Merger are also subject to the satisfaction or waiver in writing by Parent Group Representative at or prior to the effective time of the Merger of additional conditions, such as:

• General Bearing must have performed all obligations required to be performed by it under the Agreement and Plan of Merger on or prior to the closing date of the Agreement and Plan of Merger, except where the failure to do so will not have a material adverse effect;

• the holders of no more than 7.5% of the issued and outstanding General Bearing Common Stock will have

exercised such appraisal rights under DGCL;

• General Bearing will have delivered to the Parent Group all of the documents required to be delivered for the purposes of closing under the terms of the Agreement and Plan of Merger; and

• General Bearing will have closed or will close simultaneously with the closing of the Merger, the NGBC

Acquisition and the JLG Disposition. General Bearing’s obligation to effect the Merger is subject to the satisfaction or written waiver by General Bearing at or prior to the effective time of the Merger of additional conditions, such as:

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• Parent Group must have performed in all material respects all obligations required to be performed by them under the Agreement and Plan of Merger on or prior to the closing date of the Merger, except where the failure to do so will not have a material adverse effect; and

• Parent Group will have delivered to General Bearing all of the documents required to be delivered for the purpose of closing under the terms of the Agreement and Plan of Merger.

Indemnification

The stockholders of General Bearing, on a several basis but only through the general escrow fund described below, and limited to the amount contained in the general escrow fund, will indemnify and hold the Parent, its affiliates, the Surviving Corporation and each of their respective officers, directors, stockholders, managers, members, employees, agents, representatives, successors and permitted assigns (collectively, referred to in this proxy statement as the “Parent Indemnified Parties”) harmless against any and all losses, which such Parent Indemnified Party may suffer, arising out of:

• any breach of any representation or warranty made by General Bearing in the Agreement and Plan of Merger;

• any breach or nonfulfillment of any covenant or obligation of General Bearing or the Stockholder Representative under the Agreement and Plan of Merger or any additional agreement to which General Bearing or the Stockholder Representative is a party;

• any claim by any person that the allocation of the Aggregate Consideration at the closing of the Merger is incorrect in any manner;

• the NGBC Acquisition and the JLG Disposition;

• any failure of NGBC to obtain legal rights to the land and/or the buildings currently used in its operations;

• the failure of Shanghai General Bearing Co., Ltd., NGBC or Ningbo Hyatt Roller Co., Ltd to obtain any of the permits, certificates or documents related to certain land use, environmental, health and worker safety issues in China; and

• certain other matters specifically negotiated among the parties.

Any valid claim properly made by a Parent Indemnified Party will be asserted severally against all stockholders of General Bearing up to the amount of the general escrow fund and will be satisfied solely by a distribution from any available funds of the general escrow fund. No Parent Indemnified Party may be permitted any recovery from any of the stockholders of General Bearing in excess of, outside of or in addition to the general escrow fund, except for (i) a claim against a stockholder of General Bearing arising out of a breach of such stockholder’s representations and warranties set forth in such stockholder’s Letter of Transmittal; (ii) a claim based on fraud or intentional misrepresentation, or (iii) a claim relating to the determination of the closing adjustment under the Agreement and Plan of Merger, which will be limited to the amount of the closing adjustment escrow fund and an amount up to $1,000,000 from the general escrow fund.

Parent Group will indemnify and hold the stockholders of General Bearing, the Stockholder Representative and each of their respective officers, directors, managers, members, general partners, limited partners, stockholders, employees, agents, representatives, successors and permitted assigns (collectively referred to in this proxy statement as the Stockholder Indemnified Parties) harmless against and in respect of any and all Losses which such Stockholder Indemnified Party has suffered, incurred or become subject to arising out of, based upon or otherwise in respect of:

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• any breach of any representation or warranty made by the Parent Group in the Agreement and Plan of Merger;

• any breach or nonfulfillment of any covenant or obligation of Parent Group or, after the closing of the Agreement and Plan of Merger, the Surviving Corporation contained in this Agreement; and

• any claim for payment of fees and/or expenses as a broker or finder of the Parent Group in connection with the origin, negotiation or execution of the Agreement and Plan of Merger.

The representations, warranties, covenants and agreements of General Bearing and the Parent Group made pursuant to the Agreement and Plan of Merger, and the rights of those parties to seek indemnification with respect to those representations, warranties, covenants and agreements, will survive the Closing, generally, for a period of 18 months.

Absent fraud or willful misconduct, the amount of losses that may be recovered by the Parent Indemnified Parties pursuant to any claims for indemnification will be limited to $12,500,000. Subject to certain exceptions, the stockholders of General Bearing will have no obligation to indemnify the Parent Indemnified Parties against losses pursuant to any claims for indemnification made pursuant to the Agreement and Plan of Merger, unless the aggregate losses related to all such claims are greater than $1,875,000, in which case the Parent Indemnified Party will be entitled to indemnification for all losses in excess of $937,500. No Parent Indemnified Party may seek indemnification, nor recover, for any losses in an amount equal to or less than $10,000 individually, but these losses will apply to the threshold of $1,875,000 in determining whether such threshold has been met or exceeded. Any indemnification payments under the Agreement and Plan of Merger will be paid by the indemnifying party net of any insurance proceeds and tax effects actually received by the indemnified party. The stockholders of General Bearing will not have any right of contribution against the Parent Group or General Bearing or any other Parent Indemnified Party with respect to any losses for which the Parent Indemnified Parties are entitled to indemnification.

General Escrow Fund

The general escrow fund of the stockholders of General Bearing, which is the sole recourse and exclusive remedy of the Parent Indemnified Parties for all indemnification claims made under the Agreement and Plan of Merger against the stockholders of General Bearing, will be an amount equal to $12,500,000. Upon the 18 month anniversary of the closing of the Merger, half of the general escrow fund will be distributed to the stockholders of General Bearing by the Stockholder Representative, less any indemnification claims made by a Parent Indemnified Party prior to such 18 month anniversary date or other withholdings that may be deemed appropriate by the Stockholder Representative, as directed by the Advisory Board. The balance of the general escrow fund, less any indemnification claims made by a Parent Indemnified Party, will be distributed to the stockholders of General Bearing by the Stockholder Representative upon the 3rd anniversary of the filing by General Bearing with the United States Internal Revenue Service of the tax return for the pre-closing portion of the 2012 calendar year. After the distribution of the remaining funds in the general escrow fund, the general escrow fund will terminate. The escrow agent for the general escrow fund is BNY Mellon and the general escrow fund is subject to a customary escrow agreement among the escrow agent, the Stockholder Representative and the Parent Group Representative.

Termination General Bearing and the Parent Group, by mutual written consent, may terminate the Agreement and Plan of Merger at any time prior to the effective time of the Merger, whether before or after the adoption of the Agreement and Plan of Merger by General Bearing’s stockholders.

The Agreement and Plan of Merger may also be terminated at any time prior to the effective time of the Merger by either Parent Group Representative or General Bearing, if:

• subject to certain terms and conditions, the Merger has not been consummated by 225 days after the initial filing of the Notification and Report Form under the HSR Act (referred to in this proxy statement as the Outside Closing Date);

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• a governmental entity of competent jurisdiction has issued a nonappealable final order, decree or ruling or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger; or

• General Bearing’s stockholders meeting has been held and completed and its stockholders have not adopted the Agreement and Plan of Merger;

However, none of the termination rights described in the 1st bullet point above will be available to any party whose failure to fulfill any obligations under the Agreement and Plan of Merger has been a principal cause of or resulted in the failure of a condition to the consummation of the Merger.

The Agreement and Plan of Merger may also be terminated at any time prior to the effective time of the Merger by the Parent Group Representative if:

• a Change of Recommendation is made by the Board of Directors;

• General Bearing breached or failed to perform any of its representations, warranties, covenants or agreements set forth in the Agreement and Plan of Merger, or if any representation or warranty of General Bearing has become untrue, which breach or failure to perform or to be true, either individually or in the aggregate, if occurring or continuing at the time the Merger is consummated (A) would cause any of the closing conditions not to be satisfied and (B) cannot be or has not been cured by the later of (1) the Outside Closing Date and (2) 60 days after the giving of written notice to General Bearing of such breach or failure.

In connection with a termination by Parent pursuant to the 1st bullet point immediately above, General Bearing will be obligated to pay to Parent Group in immediately available funds the termination fee required to be paid under the Agreement and Plan of Merger described below under “General Bearing Termination Fee”.

The Agreement and Plan of Merger may also be terminated by General Bearing at any time prior to the effective time of the Merger, if:

• the Parent Group breached or failed to perform any of its representations, warranties, covenants or agreements set forth in the Agreement and Plan of Merger, or if any representation or warranty of the Parent Group has become untrue, which breach or failure to perform or to be true, either individually or in the aggregate, if occurring or continuing at the time the Merger is consummated (A) would cause any of the closing conditions not to be satisfied and (B) cannot be or has not been cured by the later of (1) the Outside Closing Date and (2) 60 days after the giving of written notice to the Parent Group Representative of such breach or failure; or

• all of the closing conditions have been and continue to be satisfied (other than those conditions that by their nature are to be satisfied by actions taken at the closing) and General Bearing has indicated in writing that it is ready and willing to consummate the transactions contemplated by the Agreement and Plan of Merger, and the Parent Group fails to consummate the transactions contemplated by the Agreement and Plan of Merger within 2 business days following the date such consummation should have occurred (and General Bearing will have provided written notice at least 1 day prior to such termination).

General Bearing Termination Fee

General Bearing will pay Parent a termination fee of $5,000,000 in the event the Agreement and Plan of Merger is terminated by Parent or General Bearing because the Board of Directors makes a Change of Recommendation. Expenses Each party to the Agreement and Plan of Merger will bear its own expenses in connection with the Agreement and Plan of Merger and the transactions contemplated by the Agreement and Plan of Merger.

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Remedies

In addition to the other remedies discussed in this proxy statement, General Bearing may pursue a grant of specific performance against the Parent Group to enforce specifically the terms of the Agreement and Plan of Merger. The parties are entitled to seek an injunction or injunctions to prevent breaches of the Agreement and Plan of Merger and to enforce specifically the terms and provisions of the Agreement and Plan of Merger.

Voting Agreement

David Gussack and Nina Gussack (referred to in this proxy statement as “Voting Agreement Stockholders”) have entered into a voting agreement with SKF and Parent (referred to in this proxy statement as the “Voting Agreement”). The Voting Agreement Stockholders have agreed to vote the equivalent of 35.3% of the issued and outstanding shares of General Bearing Common Stock, owned in the aggregate by such Voting Agreement Stockholders, in favor of the Agreement and Plan of Merger. No additional consideration has been or will be paid to either of such Voting Agreement Stockholders for entering into such agreement with SKF and Parent. Nothing set forth in the Voting Agreement will prevent or otherwise prohibit David Gussack, in his capacity as a director of General Bearing, from engaging in any activity or action permitted or required by the Agreement and Plan of Merger or pursuant to applicable law in performance of his fiduciary obligations to the stockholders of General Bearing.

Interest of General Bearing’s Management in the Acquisition.

General Bearing’s officers and directors may have interests in the acquisition that are different from, or in addition to, those of the stockholders of General Bearing. None of the current members of the Board of Directors will continue in their capacity as directors of General Bearing upon the consummation of the Merger. The current officers of General Bearing may be asked by Parent to resign upon the consummation of the Merger.

It is contemplated that each of the Chief Executive Officer and President of General Bearing will receive employment agreements with General Bearing upon the closing of the Merger. The material economic terms of those employment agreements, such as salary, benefits and severance, will be substantially the same as such officers’ current economic terms that exist at the time of this proxy statement. It is also contemplated that other members of General Bearing’s management, such as the Chief Financial Officer and General Counsel, may receive employment agreements with General Bearing upon the closing of the Merger. The terms and conditions of such employment agreements have not been determined at this time.

General Bearing’s Reasons for the Acquisition and Its Recommendation.

The Board of Directors concluded that the Merger is in the best interests of General Bearing’s stockholders.

The Board of Directors considered a wide variety of factors in connection with its evaluation of the Merger. In light of the complexity of those factors, the Board of Directors did not consider it useful or practical to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its decision. No singular factor determined the final agreed upon consideration in the acquisition. In the course of reaching its decision to approve the Merger and the Agreement and Plan of Merger, the Board of Directors consulted with its financial and legal advisors and considered the material factors set forth below, each of which the Board believes supported its decision but which are not listed in any relative order of importance.

The Aggregate Consideration of $28 per share represented a premium of approximately 16.7 % to the closing price on February 10, 2012, the last trading day before General Bearing announced it had entered into the Agreement and Plan of Merger, approximately 34.9 % to the average closing price of General Bearing’s Common Stock for the 30 trading days ending on February 10, 2012, and approximately 57.8 % to the average closing price of General Bearing’s Common Stock for the 180 trading days ending on February 10, 2012. The Board believed these premiums represented a significant and attractive premium to General Bearing’s recent market price.

The Board of Directors believed that the Merger will result in greater value to the stockholders of General Bearing than the value that could be generated from other strategic alternatives available to General Bearing,

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including the option of remaining independent and pursuing its current business plan, taking into account the potential risks and uncertainties associated with these alternatives as compared to the liquidity and certainty of value provided by the Aggregate Consideration to be paid to stockholders of General Bearing pursuant to the Agreement and Plan of Merger.

Through its financial advisors, both in the United States and in China, General Bearing conducted a focused auction process. Subject to the execution of a confidentiality agreement, General Bearing sought out and provided several potentially interested parties certain diligence information, including access to a data room established solely for the purposes of soliciting expressions of interest from such parties. The Board of Directors noted that, although General Bearing engaged in discussions with other potential buyers, those potential buyers either did not submit a proposal to acquire General Bearing or otherwise submitted a proposal to acquire General Bearing at substantially inferior terms to the current proposal from SKF.

The historical volatility of General Bearing’s Common Stock is an important factor in weighing the offer from SKF against the expected future value of General Bearing’s Common Stock. Due to historically low trading volume, the Board of Directors does not view the historical price of General Bearing Common Stock as a reliable benchmark of General Bearing’s stock value. The Board of Directors noted General Bearing’s small public float and historically low trading volume, which the Board of Directors believed impairs the ability of stockholders of General Bearing to realize the fair value of their investment in General Bearing Common Stock. The all cash portion of the Aggregate Consideration allows General Bearing’s stockholders to immediately realize a fair value, in cash, for their investment and provides such stockholders certainty of value for their shares as compared to the risks of continuing to hold a historically volatile stock.

General Bearing and its Board of Directors considered the current proposal from SKF in light of its reliability as a commercial partner and its ability to consummate the Merger as proposed. The Board of Directors thought it was significant that the transaction was not subject to any financing condition and that SKF’s financial strength and strong strategic interest in the Merger made it highly likely that the Merger would be completed.

While the Board of Directors believes SKF’s merger proposal to be in the best interests of General Bearing and its stockholders, the Agreement and Plan of Merger provides an appropriate mechanism to permit the Board to consider a superior proposal that may be made by third parties. The Agreement and Plan of Merger provides a mechanism for an unsolicited superior proposal to be considered by the Board of Directors, if presented. Subject to compliance with the terms and conditions of the Agreement and Plan of Merger, the Board of Directors is permitted to change its recommendation regarding the Agreement and Plan of Merger, prior to stockholder approval of the Merger, in order to recommend an alternative transaction proposed by a third party that the Board of Directors determines is more favorable from a financial point of view to General Bearing stockholders than the Merger. Upon such Change of Recommendation, Parent may terminate the Agreement and Plan of Merger and receive a termination fee equal to 4% of the value of the transaction (an amount equal to $5,000,000) (see “The Agreement and Plan of Merger – Termination – General Bearing Termination Fee”). The Board of Directors believes that the termination fee provisions are reasonable and customary and will not unduly deter any other party that is genuinely interested in acquiring General Bearing.

In addition to the provision of the Agreement and Plan of Merger described above permitting the Board of Directors to make a Change of Recommendation regarding the Agreement and Plan of Merger, prior to stockholder approval, in order to recommend an alternative transaction proposed by a third party, the Board of Directors considered the following factors, among others, as significant in its decision to approve the Merger:

• The high likelihood that the proposed transaction would be consummated, in light of the fact that there are no financing conditions or contingencies to the closing of the Merger;

• SKF has the financial resources to consummate the Merger expeditiously; and,

• The Board of Director’s view, on the advice of counsel, that the Agreement and Plan of Merger had customary terms.

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Our Board of Directors also considered a variety of risks and other potentially negative factors concerning the Merger and the Agreement and Plan of Merger, including the following which are not listed in any relative order of importance:

• the risks and costs to General Bearing if the Merger does not close, including the potential termination fee to be paid to SKF by General Bearing and the potential effect on business and customer relationships;

• the fact that following the Merger General Bearing’s stockholders will not participate in any future earnings or growth of General Bearing and will not benefit from any appreciation in value of General Bearing;

• the fact that General Bearing’s directors and executive officers may have interests in the transaction that are different from, or in addition to, those of General Bearing’s stockholders;

• the fact that the Agreement and Plan of Merger contains provisions that may discourage a third party from making a superior proposal to acquire General Bearing including restrictions on General Bearing’s ability to solicit third party acquisition proposals and the requirement that General Bearing pay a termination fee to SKF of 4% of the transaction value (approximately $5,000,000), if the Agreement and Plan of Merger is terminated under specific circumstances, although, as noted above, the Board of Directors believes that the termination fee is reasonable and customary and will not unduly deter any other party that is genuinely interested in acquiring General Bearing; and

• the restrictions on the conduct of General Bearing’s business prior to the completion of the Merger, requiring General Bearing to conduct its business only in the ordinary course, subject to specific limitations, which may delay or prevent General Bearing from undertaking extraordinary business initiatives pending completion of the Merger.

The foregoing discussion of the factors considered by the Board of Directors is not intended to be exhaustive, but does set forth a summary of the material factors considered by the Board of Directors in its consideration of the Merger. After considering these factors, the Board concluded that the positive factors relating to the Agreement and Plan of Merger and the Merger outweighed the negative factors. The Board of Directors approves and recommends the Agreement and Plan of Merger and the Merger based upon the totality of the information presented to and considered by it.

Regulatory Matters.

The Merger cannot be completed until the required regulatory approvals are obtained.

Under the HSR Act, and the rules promulgated thereunder by the Federal Trade Commission (referred to in this proxy statement as the “FTC”) the Merger cannot be completed until each of General Bearing and Parent files a notification and report form with the FTC and the Antitrust Division of the Department of Justice (referred to in this proxy statement as the “DOJ”) under the HSR Act and the applicable waiting period has expired or been terminated.

At any time before or after consummation of the Merger, notwithstanding the termination of the waiting period under the HSR Act, the Antitrust Division of the DOJ, the FTC or any state could take such action under the antitrust laws as it considers necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of General Bearing or a member of the Parent Group, or requiring General Bearing or the Parent Group to terminate existing relationships and contractual rights. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

There can be no assurance that the HSR approval described above will be obtained and, if obtained, there can be no assurance as to the timing of the approval, the ability of the Parent Group or General Bearing to obtain the approval on satisfactory terms or the absence of any litigation challenging the approval. There can also be no

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assurance that any governmental entity or any private entity will not attempt to challenge the Merger on antitrust grounds and, if a challenge is made, there can be no assurance as to its result.

Effects of the Merger on General Bearing.

In connection with the JLG Disposition, General Bearing has the right to receive $7,089,658 on or before June 30, 2012 and the right to receive $2,529,826 on before December 31, 2012 (collectively, these payments are referred to in this proxy statement as the “JLG Payments”). In the event the acquiror of General Bearing’s 48% interest in JLG fails to make the JLG Payments or any portion thereof, such failure may result in a decrease in the Aggregate Consideration paid to the stockholders of General Bearing, including the amount of cash such stockholders will receive at and following the closing of the Merger.

Upon the closing of the Merger, the right to receive these JLG Payments and $500,000 (referred to in this proxy statement as the “CVR Reserve”) will be assigned to a Delaware corporation formed solely for the purposes described herein (referred to in this proxy statement as the “CVR Entity”). Each of the stockholders of General Bearing will receive a contingent value right from the CVR Entity to receive their pro-rata distribution of the JLG Payments. The CVR Entity will be owned by David Gussack (in this capacity, referred to in this proxy statement as the “CVR Representative”), who will be contractually bound to effect such distributions of the JLG Payments to the stockholders of General Bearing upon receipt of such JLG Payments. In the event the JLG Payments are not received by the CVR Entity, the CVR Representative may enforce, on behalf of the stockholders of General Bearing, the contractual rights of the CVR Entity to receive such JLG Payments (and ultimately distribute such payments to the stockholders of General Bearing). The CVR Representative will pay from the CVR Reserve the fees and expenses in connection with, among other things, operating the CVR Entity and enforcing the rights of the CVR Entity to receive the JLG Payments. The CVR Representative will receive no compensation for his services. The contact information of the CVR Entity will be provided to the stockholders of General Bearing at the time of the distribution of the contingent value right from the CVR entity to the stockholders of General Bearing.

Effects on General Bearing if the Merger is not Completed.

If General Bearing’s stockholders do not adopt the Agreement and Plan of Merger or if the Merger is not completed for any other reason, General Bearing’s stockholders will not receive any payment for their shares of General Bearing Common Stock unless General Bearing is sold to another party. Instead, General Bearing will remain an independent company and General Bearing’s stockholders will continue to be subject to the risks and opportunities they currently face with respect to their ownership of General Bearing Common Stock. If the Merger is not completed, there is no assurance as to the effect of these risks and opportunities on the future value of your shares of General Bearing Common Stock, including the risk that the market price of General Bearing Common Stock may decline to the extent that the current market price of General Bearing Common Stock reflects a market assumption that the Merger will be completed. From time to time, the Board of Directors would evaluate and review General Bearing’s business operations, dividend policy and capitalization and, among other things, make such changes as it considers appropriate and continue to seek to maximize stockholder value. If General Bearing’s stockholders do not adopt the Agreement and Plan of Merger or if the Merger is not completed for any other reason, there is no assurance that any other transaction acceptable to General Bearing will be offered or that General Bearing’s business, prospects or results of operations will not be adversely affected. Under the Agreement and Plan of Merger, under certain circumstances General Bearing is permitted to terminate the Agreement and Plan of Merger and recommend an alternative transaction. If the Agreement and Plan of Merger is terminated by Parent because the Board of Directors makes a Change of Recommendation or by either of General Bearing or Parent if the stockholders of General Bearing fail to approve the Agreement and Plan of Merger upon such Change of Recommendation, General Bearing must pay Parent a termination fee of $5,000,000.

Conclusion of the Board of Directors.

After careful consideration of all relevant factors, the Board of Directors determined that the Merger Transactions as described herein are in the best interests of General Bearing and its stockholders. The Board of Directors has approved and declared the proposal advisable and recommends that you vote or give instructions to vote “FOR” the approval of the proposal to adopt the Merger Transactions.

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The foregoing discussion of the information and factors by the Board of Directors is not meant to be exhaustive, but includes the material information and factors considered by it.

Rights of Stockholders Who Object to the Merger.

General Bearing stockholders are entitled to appraisal rights under Delaware law in connection with the Merger. This means that such stockholders are entitled to have the fair value of each of their shares determined by the Delaware Court of Chancery and to receive payment based on that valuation. The ultimate amount a dissenting stockholder receives in an appraisal proceeding may be more than, the same as or less than such stockholder’s pro-rata portion of the Cash Consideration that would have been received. Any stockholder of General Bearing seeking to exercise its appraisal rights under the DGCL will still receive such stockholder’s pro-rata right to the Non-Cash Consideration. To exercise appraisal rights, such stockholders must submit a written demand for appraisal to General Bearing before the vote is taken on the proposal to adopt the Agreement and Plan of Merger, such dissenting stockholders must not vote in favor of the proposal to adopt the Merger Transactions and such stockholders must comply with other Delaware law procedures explained in this proxy statement. The failure to follow exactly the procedures specified under Delaware law will result in the loss of such stockholders’ appraisal rights. See the “Appraisal Rights” Section set forth in this proxy statement. The text of the Delaware appraisal rights statute is reproduced in its entirety as Annex A to this proxy statement.

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II. PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL MEETING FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES

This proposal allows the Board of Directors to submit a proposal to adjourn the special meeting to a later date

or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the special meeting to approve the proposal to adopt the Agreement and Plan of Merger.

If this proposal is not approved by General Bearing’s stockholders, the Board of Directors may not be able to adjourn the special meeting to a later date in the event there are not sufficient votes at the time of the special meeting to approve the proposal to adopt the Agreement and Plan of Merger.

Conclusion of the Board of Directors.

After careful consideration of all relevant factors, the Board of Directors determined that the proposal to allow adjournment or postponement of the special meeting for the purpose of soliciting additional proxies is in the best interests of General Bearing and its stockholders. The Board of Directors has approved and declared the proposal advisable and recommends that the stockholders vote or give instructions to vote “FOR” the proposal.

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APPRAISAL RIGHTS

If you do not vote to approve the proposal to adopt the Merger Transactions at the special meeting and otherwise comply with the applicable statutory procedures of Section 262 of the Delaware General Corporation Law (the “DGCL”), summarized herein, you may be entitled to appraisal rights under Section 262 of the DGCL. In order to exercise and perfect appraisal rights, a record holder of General Bearing Common Stock must follow the steps summarized below properly in a timely manner.

Section 262 of the DGCL is reprinted in its entirety as Annex A to this proxy statement. Set forth below is a summary description of Section 262 of the DGCL. The following summary describes the material aspects of Section 262 of the DGCL and the law relating to appraisal rights and is qualified in its entirety by reference to Annex A. All references in Section 262 and this summary to “stockholder” are to the record holder of the shares of General Bearing’s Common Stock immediately prior to the effective time of the Merger as to which appraisal rights are asserted. Failure to comply strictly with the procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights.

Under the DGCL, holders of General Bearing Common Stock who follow the procedures set forth in Section 262 of the DGCL will be entitled to have their shares appraised by the Delaware Court of Chancery, and to receive payment in cash of the “fair value” of those shares, exclusive of any element of value arising from the accomplishment or expectation of the merger. Under Section 262 of the DGCL, where an agreement and plan of merger relating to a proposed merger is to be submitted for adoption at a meeting of stockholders, as in the case of the special meeting, the corporation, not less than 20 days prior to such meeting, must notify each of its stockholders who was a stockholder on the record date with respect to such shares for which appraisal rights are available that appraisal rights are available and must include in each such notice a copy of Section 262 of the DGCL. This proxy statement constitutes such notice to the holders of General Bearing Common Stock, and Section 262 of the DGCL is attached to this proxy statement as Annex A. Any stockholder who wishes to exercise such appraisal rights or who wishes to preserve his right to do so should review the following discussion and Annex A carefully because failure to timely and properly comply with the procedures specified will result in the loss of appraisal rights under the DGCL.

If you wish to exercise appraisal rights you must not vote for the proposal to adopt the Merger Transactions and must deliver to General Bearing, before the vote on the proposal to adopt the Merger Transactions, a written demand for appraisal of such stockholder’s shares of General Bearing Common Stock. Properly executed proxies that do not contain voting instructions will be voted “FOR” the adoption of the Merger Transactions. Accordingly, if you desire to exercise and perfect appraisal rights with respect to any of your shares of General Bearing Common Stock, you must either (i) refrain from executing and returning the enclosed proxy card or refrain from voting in person in favor of the Merger Transactions or (ii) check either the “against” or the “abstain” box next to the proposal on such card and return such card or vote “against” the proposal in person (or register in person your abstention thereto). A vote or proxy against the proposal to adopt of the Merger Transactions will not, in and of itself, constitute a demand for appraisal.

A demand for appraisal will be sufficient if it reasonably informs General Bearing of the identity of the stockholder and that such stockholder intends thereby to demand appraisal of such stockholder’s shares of General Bearing Common Stock. This written demand for appraisal must be separate from any proxy or vote against the proposal to adopt the Merger Transactions or any abstention thereto. If you wish to exercise your appraisal rights you must be the record holder of such shares of General Bearing Common Stock on the date the written demand for appraisal is made and you must continue to hold such shares through the effective time of the Merger. Accordingly, a stockholder who is the record holder of shares of General Bearing Common Stock on the date the written demand for appraisal is made, but who thereafter transfers such shares prior to the effective time of the Merger, will lose any right to appraisal in respect of such shares.

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Only a holder of record of shares of General Bearing Common Stock is entitled to demand appraisal rights for such shares of General Bearing Common Stock registered in that holder’s name. A demand for appraisal should be executed by or on behalf of the holder of record, fully and correctly, as the holder’s name appears on the stock certificates and must state that such person intends thereby to demand appraisal of his, her or its shares. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of the demand for appraisal should be made in that capacity, and if the shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including one for two or more joint owners, may execute the demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, he or she is acting as agent for such owner or owners.

A record holder such as a broker who holds shares as nominee for several beneficial owners may demand appraisal rights with respect to the shares of General Bearing Common Stock held for one or more beneficial owners while not demanding such rights with respect to the shares held for other beneficial owners. In such case, the written demand should set forth the number of shares as to which appraisal is sought. Where the number of shares of General Bearing Common Stock is not expressly stated, the demand will be presumed to cover all shares held in the name of the record owner. If you hold your shares in brokerage accounts or other nominee forms and wish to exercise your appraisal rights, you are urged to consult with your broker to determine the appropriate procedures for the making of a demand for appraisal.

All written demands for appraisal of shares must be mailed or delivered to: General Bearing Corporation, 44 High Street, West Nyack, NY 10994, Attention: General Counsel, or should be delivered to the General Counsel at the special meeting, prior to the vote on the adoption of the Agreement and Plan of Merger.

Within ten days after the effective time of the Merger, General Bearing, as the Surviving Corporation, will notify each stockholder who has properly demanded appraisal rights under Section 262 and has not voted for the Merger of the time that the Merger became effective. Within 120 days after the effective time of the Merger, but not thereafter, General Bearing or any stockholder who has complied with the statutory requirements summarized above and who is otherwise entitled to appraisal rights may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the value of the shares of General Bearing Common Stock held by all such stockholders. General Bearing is not under any obligation, and has no present intention, to file a petition with respect to appraisal of the value of the shares. Accordingly, if you wish to exercise your appraisal rights, you should regard it as your obligation to take all steps necessary to perfect your appraisal rights in the manner prescribed in Section 262 of the DGCL.

Within 120 days after the effective time of the Merger, any stockholder who has complied with the provisions of Section 262 of the DGCL will be entitled, upon written request, to receive from General Bearing a statement setting forth the aggregate number of shares of General Bearing Common Stock not voted in favor of the Merger and with respect to which demands for appraisal were received by General Bearing and the aggregate number of holders of such shares. Such written statement must be mailed within ten days after the written request therefor has been received by General Bearing or within ten days after expiration of the period for delivery of appraisal demands, whichever is later. A person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition or request from General Bearing the statement described in this paragraph.

If a petition for an appraisal is timely filed and a copy thereof served upon General Bearing, General Bearing will then be obligated, within 20 days, to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all of the stockholders who have demanded appraisal of their shares and with whom agreements as to the value of their shares have not been reached by General Bearing. After notice to the stockholders as required by the Delaware Court of Chancery, the Delaware Court of Chancery is empowered to conduct a hearing on such petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the stockholders who demanded appraisal rights of General Bearing Common Stock and who hold stock certificates for such shares

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to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Delaware Court of Chancery may dismiss the proceedings as to such stockholder.

After the Delaware Court of Chancery determines which stockholders are entitled to appraisal, the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Delaware Court of Chancery will determine the fair value of the shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger and the Non-Cash Consideration), together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Delaware Court of Chancery will take into account all relevant factors. If you are considering seeking appraisal, you should be aware that the fair value of your shares as determined under Section 262 of the DGCL could be more than, the same as or less than the consideration you are entitled to receive pursuant to the Agreement and Plan of Merger if you did not seek appraisal of your shares and that investment banking opinions as to the fairness from a financial point of view of the consideration payable in a merger are not necessarily opinions as to fair value under Section 262 of the DGCL.

Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective time of the merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective time of the merger and the date of payment of the judgment.

The Delaware Court of Chancery will direct the payment by General Bearing of the fair value of the shares of General Bearing Common Stock, together with interest, if any, to the stockholders who have perfected appraisal rights. The costs of the proceeding (which do not include attorneys’ or expert fees or expenses) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable. Upon application by a stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by any stockholder in connection with an appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts utilized in the appraisal proceeding, be charged pro rata against the value of all of the shares entitled to appraisal.

Any stockholder who has duly demanded and perfected an appraisal in compliance with Section 262 of the DGCL will not, from and after the effective time of the Merger, be entitled to vote his or her shares for any purpose or be entitled to the payment of dividends or other distributions thereon, except the Non-Cash Consideration or dividends or other distributions payable to holders of record of shares of General Bearing Common Stock as of a date prior to the effective time of the Merger.

At any time within 60 days after the effective time of the Merger, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party will have the right to withdraw his or her demand for appraisal and to accept the Aggregate Consideration for his or her shares. After this period, a stockholder may withdraw his or her demand for appraisal only with General Bearing’s written consent. If no petition for appraisal is filed with the Delaware Court of Chancery within 120 days after the effective time of the Merger, a stockholder’s right to appraisal will cease and he or she will be entitled to receive the Aggregate Consideration for his or her shares, as if he or she had not demanded appraisal of his or her shares. No petition timely filed in the Delaware Court of Chancery demanding appraisal will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned on such terms as the Delaware Court of Chancery deems just; provided, however, that any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the Aggregate Consideration offered within 60 days after the effective date of the Merger.

If you properly demand appraisal of your shares of General Bearing Common Stock under Section 262 and you fail to perfect, or effectively withdraw or lose, your right to appraisal, as provided in the DGCL, your shares will be converted into the right to receive the Aggregate Consideration receivable with respect to such shares in accordance with the Agreement and Plan of Merger. You will fail to perfect, or effectively lose or withdraw, your right to appraisal if, among other things, no petition for appraisal is filed within 120 days after the effective time of the Merger, or if you deliver to General Bearing a written withdrawal of your demand for appraisal. Any such

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attempt to withdraw an appraisal demand more than 60 days after the effective time of the Merger will require General Bearing’s written approval.

If you desire to exercise your appraisal rights, you must not vote in favor of the proposal to adopt the Agreement and Plan of Merger and must strictly comply with the procedures set forth in Section 262 of the DGCL.

Failure to take any required step in connection with the exercise of appraisal rights will result in the termination or waiver of such rights.

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DELIVERY OF DOCUMENTS TO STOCKHOLDERS

General Bearing and services that it employs to deliver communications to its stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of each of General Bearing’s proxy statement. Upon written or oral request, General Bearing will deliver a separate copy of the proxy statement to any stockholder at a shared address who wishes to receive separate copies of such documents in the future. Stockholders receiving multiple copies of such documents may likewise request that General Bearing deliver single copies of such documents in the future. Stockholders may notify General Bearing of their requests by calling General Bearing at (845) 535-8203 or writing General Bearing at General Bearing’s principal executive offices at 44 High Street, West Nyack, NY 10994.

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WHERE YOU CAN FIND MORE INFORMATION

Information and statements contained in this proxy statement or any annex are qualified in all respects by reference to the Agreement and Plan of Merger, which is incorporated by reference into this document.

If you would like additional copies of this proxy statement or if you have questions about the Agreement and Plan of Merger or any aspect of the Merger Transactions, you should contact:

The Office of General Counsel General Bearing Corporation

44 High Street West Nyack, NY 10994

To obtain timely delivery of requested materials, security holders must request the information no later than 5 business days before the date they submit their proxies or attend the special meeting. The latest date to request the information to be received timely is March 12, 2012.

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ANNEX A - Section 262 of the Delaware General Corporation Law

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ANNEX A

§ 262. Appraisal rights.

(a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder's shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word "stockholder" means a holder of record of stock in a corporation; the words "stock" and "share" mean and include what is ordinarily meant by those words; and the words "depository receipt" mean a receipt or other instrument issued by a depository representing an interest in 1 or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.

(b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 255, § 256, § 257, § 258, § 263 or § 264 of this title:

(1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in § 251(f) of this title.

(2) Notwithstanding paragraph (b)(1) of this section, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to §§ 251, 252, 254, 255, 256, 257, 258, 263 and 264 of this title to accept for such stock anything except:

a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;

b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 holders;

c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a. and b. of this section; or

d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a., b. and c. of this section.

(3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 253 or § 267 of this title is not owned by the parent immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.

(c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or

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substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable.

(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for notice of such meeting (or such members who received notice in accordance with § 255(c) of this title) with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) of this section that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section and, if 1 of the constituent corporations is a nonstock corporation, a copy of § 114 of this title. Each stockholder electing to demand the appraisal of such stockholder's shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder's shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder's shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or

(2) If the merger or consolidation was approved pursuant to § 228, § 253, or § 267 of this title, then either a constituent corporation before the effective date of the merger or consolidation or the surviving or resulting corporation within 10 days thereafter shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section and, if 1 of the constituent corporations is a nonstock corporation, a copy of § 114 of this title. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder's shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder's shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder's shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.

(e) Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) of this section hereof and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the Court of

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Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) of this section hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after such stockholder's written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) of this section hereof, whichever is later. Notwithstanding subsection (a) of this section, a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person may, in such person's own name, file a petition or request from the corporation the statement described in this subsection.

(f) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.

(g) At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder.

(h) After the Court determines the stockholders entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder's certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section.

(i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court's decree may

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be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state.

(j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney's fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.

(k) From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder's demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just; provided, however that this provision shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger or consolidation within 60 days after the effective date of the merger or consolidation, as set forth in subsection (e) of this section.

(l) The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.

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