Gardner Denver to Acquire nash_elmo

29.07.2004

Gardner Denver, Inc. announced that it has signed a definitive agreement to acquire nash_elmo Holdings, LLC, a leading global manufacturer of industrial vacuum pumps, for a purchase price of $223.5 million in cash.

For the year ended December 31, 2003, nash_elmo's revenues and earnings before tax were $212.4 million and $7.8 million, respectively. For the six months ended June 30, 2004, nash_elmo's revenues and earnings before tax were $110.3 million and $5.6 million, respectively. For the trailing twelve months ended June 30, 2004, nash_elmo's revenues and earnings before tax were $222.2 million and $9.7 million, respectively. Adjusted EBITDA (See Note 1 for definition and reconciliation) for the trailing twelve months ended June 30, 2004 was $27.0 million. Gardner Denver expects to finance the acquisition through a revised and expanded senior secured bank facility.

The company's primary manufacturing locations are located in Bad Neustadt and Nuremberg, Germany; Zibo, China; and Campinas, Brazil. nash_elmo also has other locations around the world to support sales, customer service, distribution, and the packaging of vacuum pump systems.

nash_elmo was formed through the 2002 combination of the operations of The Nash Engineering Company (based in Trumbull, CT) and elmo vacuum technology GmbH (based in Nuremberg, Germany). As a result of the 2002 combination, Boston-based Audax Private Equity has held the controlling ownership interest in nash_elmo. The Nash Engineering Company has retained a minority ownership interest in nash_elmo as a result of its contribution to the 2002 combination.

Ross Centanni, Chairman, President and Chief Executive Officer of Gardner Denver said, "We are very pleased at the prospect of adding the nash_elmo businesses to Gardner Denver. The Nash and elmo names are well-established in industrial vacuum applications, and the acquisition continues the global diversification of our revenue base. More than two-thirds of nash_elmo sales are to customers outside the United States. The liquid ring vacuum pump and side channel blower product lines, nash_elmo's strengths, are complementary to the existing product portfolio of our Compressed Air Products segment. nash_elmo has a proven track record of successful international operations, with significant manufacturing operations on three continents. Consistent with our stated strategic goals, this acquisition would further expand the international scope of our business, permitting us to capitalize on greater opportunities to better serve customers on a global basis."

The acquisition is expected to close during the third quarter of 2004. Closing is subject to customary closing conditions including the receipt of applicable regulatory approvals. There are certain non-recurring, non-cash adjustments required under accounting principles generally accepted in the U.S. (primarily the adjustment of inventory to fair value) that are expected to result in a mildly dilutive impact on Gardner Denver's net income in 2004, assuming a third quarter closing. This acquisition is expected to be accretive to earnings for years after 2004.

Gardner Denver, with 2003 revenues of $440 million ($578 million on a pro forma basis including Syltone), is a leading manufacturer of reciprocating, rotary and vane compressors and blowers for various industrial and transportation applications, pumps used in the petroleum and industrial markets and other fluid transfer equipment serving chemical, petroleum and food industries. Gardner Denver's news releases are available by visiting the Investor Relations page on the Company's website.

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