Gardner Denver, Inc. Receives Regulatory Approval for Its Acquisition of Thomas Industries Inc.: Transaction Expected to Close o
23 Maggio 2005 - 7:12PM
PR Newswire (US)
Gardner Denver, Inc. Receives Regulatory Approval for Its
Acquisition of Thomas Industries Inc.: Transaction Expected to
Close on July 1, 2005 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/ ). DATASOURCE: Gardner Denver, Inc.
CONTACT: Helen W. Cornell, Vice President, Finance and CFO of
Gardner Denver, Inc., +1-217-228-8209 Web site:
http://www.gardnerdenver.com/ Company News On-Call:
http://www.prnewswire.com/comp/303875.html
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