QUINCY, Ill., Sept. 1 /PRNewswire-FirstCall/ -- Gardner Denver, Inc.
(NYSE: GDI) reported today that it has completed its previously announced
acquisition of all of the outstanding ownership interests of nash_elmo
Holdings, LLC for a purchase price of $223.5 million. Gardner Denver funded
the acquisition with cash and the assumption of $10.5 million in debt.
nash_elmo's revenues for the year ended December 31, 2003 were approximately
$212 million. As a result of certain non-recurring, non-cash adjustments
required under accounting principles generally accepted in the U.S. (primarily
the adjustment of inventory to fair value), the addition of nash_elmo is
expected to mildly dilute Gardner Denver's third and fourth quarter 2004
diluted earnings per share by $0.01 to $0.02 and $0.03 to $0.04, respectively.
The completion of this acquisition is expected to increase Gardner Denver's
diluted earnings per share by $0.12 to $0.14 in 2005.
The Company also announced that it has entered into a $375 million amended
credit agreement with a syndicate of fifteen banks, including J.P. Morgan
Securities, Inc. who served as lead arranger. This agreement provides the
Company with access to senior secured credit facilities, including a
$150 million five-year term loan and a $225 million five-year revolving credit
line. The credit facility was used to fund the nash_elmo acquisition and
refinance the outstanding balances on the Company's existing senior credit
facilities of approximately $50 million. Up to $95 million remains available
under the revolving credit facility for general corporate purposes, including
capital expenditures and business acquisitions. Based on the current
one-month LIBOR rate, the initial interest rate for borrowings under the
credit facilities is approximately 3.7%.
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 held the controlling ownership interest in
nash_elmo until selling its interest to Gardner Denver. The Nash Engineering
Company retained a minority ownership interest in nash_elmo as a result of its
contribution to the 2002 combination that has now also been transferred to
Gardner Denver.
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. 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 Gardner Denver'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 identify,
negotiate and complete possible future acquisitions; (2) the speed with which
the Company is able to integrate acquisitions and realize the related
financial benefits; (3) the ability to maintain and to enter into key
purchasing, supply and outsourcing relationships; (4) purchased material cost
changes, including metal surcharges; (5) the ability to effectively manage the
transition of iron casting supply to alternate sources and the skill,
commitment and availability of such alternate sources; (6) the successful
implementation of other strategic initiatives, including, without limitation,
restructuring plans, inventory reduction programs and other cost reduction
efforts; (7) the domestic and/or worldwide level of oil and natural gas prices
and oil and gas drilling and production, which affect demand for the Company's
petroleum products; (8) changes in domestic and/or worldwide industrial
production and industrial capacity utilization rates, which affect demand for
the Company's compressed air products; (9) pricing of the Company's products;
(10) the degree to which the Company is able to penetrate niche and
international markets; (11) changes in currency exchange rates (primarily
between the U.S. dollar, the euro and the British pound); (12) changes in
interest rates; (13) the ability to attract and retain quality management
personnel; (14) market performance of pension plan assets and changes in
discount rates used for actuarial assumptions in pension and other
postretirement obligation and expense calculations; (15) the continued ability
to effectively manage and defend litigation matters pending, or asserted in
the future, against the Company; (16) the development and acceptance of the
Company's new product offerings; and (17) the continued successful
implementation and utilization of the Company's electronic services; (18)
changes in laws and regulations, including accounting standards and tax
requirements.
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 2003 revenues of $440 million ($790 million on a pro
forma basis including the acquisitions of Syltone plc and nash_elmo Holdings
LLC, which were completed in 2004), 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
( 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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