QUINCY, Ill., May 23 /PRNewswire-FirstCall/ -- Gardner Denver, Inc.
(NYSE: GDI) reported today that it has received all regulatory approvals
necessary to complete its previously announced agreement to acquire Thomas
Industries Inc. (NYSE: TII). The transaction is scheduled to close on July 1,
2005, subject to the approval of Thomas' shareholders and the satisfaction of
other customary closing conditions.
Thomas Industries Inc., a worldwide leader in the design, manufacture and
marketing of precision engineered pumps and compressors, reported net sales
and operating income for the three months ended March 31, 2005 of
$110.0 million and $9.0 million, respectively. Operating income for the
three-month period of 2005 included depreciation and amortization of
$4.6 million. Financial results for the first quarter also included
$1.6 million for legal and professional fees related to this transaction,
patent litigation fees of $0.6 million, start-up of a new manufacturing
facility in China of $0.3 million and a favorable adjustment of $0.7 million
due to a change in the Kentucky license tax regulations. As of March 31,
2005, Thomas had $262.8 million in cash, cash equivalents and short-term
investments. The anticipated net transaction value, including the purchase
price of $40.00 per share for all outstanding shares and share equivalents
(approximately $734.2 million), the assumption of $8.6 million of current and
long-term capitalized lease obligations and net of cash, is approximately
$480.0 million.
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 timing and completion of the Thomas Industries
acquisition. Actual results regarding the timing and completion of such
acquisition could differ materially from the above statement due to various
uncertainties and factors, including, without limitation, the risk that the
remaining conditions to completion of the acquisition are not satisfied,
including the receipt of the approval of the Thomas Industries' stockholders
and other customary closing conditions set forth in the merger agreement. 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.
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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