Gardner Denver to Offer 5,000,000 Shares of Common Stock

Gardner Denver (NYSE: GDI) 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.

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