Gardner Denver Announces $125 Million Offering of Notes

Gardner Denver (NYSE: GDI) 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.
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