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Gardner Denver Enters into Definitive Agreement to Be Acquired By KKR


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WAYNE, Pa. & NEW YORK--March 8, 2013: --Gardner Denver, Inc. and Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, "KKR") today announced that the companies have entered into a definitive merger agreement in a transaction valued at approximately $3.9 billion, including the assumption of debt.

“Our success and this positive development is a testament to our dedicated employees who will continue to build on the momentum that our team has worked so hard to create”

Under the terms of the merger agreement, KKR will acquire all of the outstanding shares of Gardner Denver common stock for $76 per share in cash. This price represents a premium of approximately 39 percent to Gardner Denver's share price on October 24, 2012, the day before the Company confirmed that it had begun to explore strategic alternatives. The merger is subject to approval from Gardner Denver's shareholders, regulatory approvals and other customary closing conditions. The Board of Directors of Gardner Denver unanimously approved the merger agreement and recommends that Gardner Denver shareholders vote in favor of the transaction. The transaction is currently expected to close in the third quarter of 2013.

"After a thorough review of strategic alternatives to enhance shareholder value, we are pleased to provide our shareholders with immediate and substantial cash value representing a significant premium to our unaffected share price," said Michael M. Larsen, Gardner Denver's President and Chief Executive Officer. "In addition to the significant value to our shareholders, Gardner Denver will benefit from KKR's track record of execution as the Company continues to pursue its strategy focused on driving organic growth, particularly in underserved markets, and building new revenue streams in the aftermarket and through the introduction of innovative customer-centric solutions across its businesses. We anticipate this transaction will create opportunities to accelerate the operating initiatives already underway and we are confident that it will also be beneficial for our employees, customers and all other stakeholders.

"Our success and this positive development is a testament to our dedicated employees who will continue to build on the momentum that our team has worked so hard to create," continued Mr. Larsen. "As we position Gardner Denver to enter its next phase of growth and success, we look forward to working closely with KKR to seamlessly close this transaction."

Pete Stavros, Member of KKR and head of the firm's Industrials investment team, said, "Gardner Denver is an outstanding business with a rich heritage of manufacturing excellence, innovation and quality that spans well over 100 years. The Company has an impressive group of talented and dedicated employees, and we look forward to working closely with them to drive future growth and value. The long-term future of Gardner Denver is bright."

The transaction is being made through KKR's investment funds.

Goldman, Sachs & Co. is serving as financial advisor to Gardner Denver and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor. UBS Securities LLC and Simmons & Company International are serving as financial advisors to KKR and Simpson Thacher & Bartlett LLP is serving as legal advisor. Fully committed debt financing will be provided by UBS Securities LLC, Barclays, Citigroup, Deutsche Bank Securities Inc., RBC Capital Markets, Mizuho Corporate Bank, Ltd., and KKR Capital Markets, an affiliate of KKR, in the form of senior secured credit facilities. Deutsche Bank Securities Inc., Citigroup, Barclays, UBS Securities LLC, RBC Capital Markets, Mizuho Corporate Bank, Ltd., and KKR Capital Markets also arranged debt financing in the form of a senior unsecured bridge facility.