Gardner Denver Prices Common Stock Offering

Gardner Denver, Inc. (NYSE: GDI) announced the pricing of a public offering of 5,000,000 shares of its common stock at a price of $37 per share. The offered shares will be issued pursuant to an effective shelf registration statement previously filed with the Securities and Exchange Commission. In connection with the offering, Gardner Denver has also granted the underwriters an option to purchase up to 750,000 additional shares of common stock from the Company, within 30 days, to cover over-allotments, if any. The closing of the offering is expected to occur on May 4, 2005 and is subject to customary closing conditions.

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 book-running manager in this offering and J. P. Morgan Securities Inc. and KeyBanc Capital Markets, a division of McDonald Investments, Inc., 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 common stock may be made only by means of the prospectus supplement and prospectus, a copy of which is 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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