QUINCY, Ill., April 15 /PRNewswire-FirstCall/ -- Gardner Denver, Inc.
(NYSE: GDI) announced today that it proposes, subject to market and other
conditions, to sell 5,000,000 shares of common stock in an underwritten public
offering made under a shelf registration that became effective in February of
this year. The underwriters would have an option to purchase up to an
additional 750,000 shares to cover over-allotments. Gardner Denver intends to
use the proceeds from the sale of the shares, plus other available funds, to
finance its pending acquisition of Thomas Industries Inc. and to repay certain
outstanding indebtedness. If the acquisition is not completed, the proceeds
will be used to repay outstanding indebtedness. The closing of the
acquisition is subject to Thomas Industries' shareholder approval, regulatory
approvals and other customary conditions.
Bear, Stearns & Co. Inc. is acting as the sole bookrunner in this
offering, and JPMorgan and KeyBanc Capital Markets are acting as co-managers.
This press release shall not constitute an offer to sell or a solicitation
of an offer to buy, nor shall there be any sale of the securities in any state
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
The offering of the common stock may be made only by means of the prospectus
supplement and the prospectus, a copy of which will be available from Bear,
Stearns & Co. Inc., c/o Prospectus Department at 383 Madison Avenue, New York,
New York 10179, (631) 274-8321.
Cautionary Statement Regarding Forward-Looking Statements
All of the statements in this release, other than historical facts, are
forward-looking statements made in reliance upon the safe harbor of the
Private Securities Litigation Reform Act of 1995, including, without
limitations, the expected effect on earnings from the Thomas Industries
acquisition. As a general matter, forward-looking statements are those
focused upon anticipated events or trends and expectations and beliefs
relating to matters that are not historical in nature. Such forward-looking
statements are subject to uncertainties and factors relating to the Company's
operations and business environment, all of which are difficult to predict and
many of which are beyond the control of the Company. These uncertainties and
factors could cause actual results to differ materially from those matters
expressed in or implied by such forward-looking statements.
The following uncertainties and factors, among others, could affect future
performance and cause actual results to differ materially from those expressed
in or implied by forward-looking statements: (1) the ability to complete the
Thomas Industries acquisition and identify, negotiate and complete other
possible future acquisitions and (2) the list of other uncertainties and
factors set forth in the Company's 2004 10-K filed on March 15, 2005. The
Company does not undertake, and hereby disclaims, any duty to update these
forward-looking statements, even though its situation and circumstances may
change in the future.
Gardner Denver, with 2004 revenues of $740 million ($896 million on a pro
forma basis including the acquisition of Nash Elmo, which was completed in
September 2004), is a leading worldwide manufacturer of reciprocating, rotary
and vane compressors, liquid ring pumps 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
( http://www.gardnerdenver.com ).
SOURCE Gardner Denver, Inc.
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Related links:
http://www.gardnerdenver.com
Company News On-Call:
http://www.prnewswire.com/comp/303875.html
CONTACT:
Helen W. Cornell, Vice President, Finance and
CFO of Gardner Denver, Inc., +1-217-228-8209
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