QUINCY, Ill., April 15 /PRNewswire-FirstCall/ -- Gardner Denver, Inc.
(NYSE: GDI) announced today that it proposes to make an offering of $125
million of Senior Subordinated Notes due 2013. The notes will be unsecured
senior subordinated indebtedness and will be guaranteed by certain of Gardner
Denver's domestic subsidiaries. Gardner Denver intends to use the proceeds
from the sale of the notes, plus other available funds, to finance its pending
acquisition of Thomas Industries Inc. and to repay certain outstanding
indebtedness. The proceeds of the notes will be placed in escrow until
completion of the acquisition, which is subject to Thomas Industries'
shareholder approval, regulatory approvals and other customary conditions. If
the closing of the Thomas Industries acquisition does not occur by December
31, 2005, the notes will be redeemed.
The notes will be sold to qualified institutional buyers in reliance upon
Rule 144A (and outside the United States in reliance on Regulation S) under
the Securities Act of 1933. The offering of the notes will not be registered
under the Securities Act of 1933, and the notes may not be offered or sold in
the United States absent registration or an applicable exemption from
registration requirements.
This press release does not constitute an offer to sell or a solicitation
of an offer to buy any notes or any other securities, nor will there be any
sale of the notes or any other security in any jurisdiction in which such an
offer or sale would be unlawful. This press release is issued pursuant to Rule
135c under the Securities Act of 1933.
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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