GenTek Declares Special Dividend; Completes Financing

PARSIPPANY, N.J.--Feb. 2, 20058, 2005--The board of directors of GenTek Inc. has declared a one-time special dividend of $31.00 per common share. The dividend is payable on March 16, 2005 to holders of record on March 10, 2005. As required by the NASD rules governing special dividends of this magnitude, the ex-dividend date will be set one business day following the payment date. The payment of the dividend is subject to the receipt of the required funds under the financing described below.

In order to establish a more appropriate capital structure, GenTek has successfully closed on a secured financing consisting of $370 million of term loans and a $60 million revolving credit facility. The term loans include a $235 million first lien loan due in March 2011 with an interest rate of LIBOR plus 2.75% and a $135 million second lien loan due March 2012 with an interest rate of LIBOR plus 5.75%. The $60 million revolving credit facility, which will provide additional liquidity and support seasonal working capital needs, matures in March 2010 and carries an interest rate of LIBOR plus 2.75%. The Company will use approximately $313 million of the financing proceeds to pay the special dividend and $35 million of the proceeds to pre-fund certain defined benefit pension obligations. The remainder of the proceeds will be used to pay transaction fees, to refinance existing debt and for general corporate purposes.

"We are very pleased to have completed a successful financing and to be able to unlock substantial amounts of value for our shareholders by way of this special dividend," said Richard R. Russell, GenTek's president and CEO. "Based on the positive reception from the lending community during the financing process, we increased the size of the first lien term loan by $35 million above our original plan in order to pre-fund $35 million in required minimum payments on our defined benefit pension plans that would have otherwise been due and payable over the next three years. By pre-funding near-term pension liabilities with long-term bank debt, we expect to significantly improve our prospects for increased free cash flow over the next few years. With this strong capital structure in place, we can now devote all of our efforts on continuing to improve and grow our core businesses."

After payment of the special dividend, GenTek expects to have total funded debt of approximately $380 million to $390 million and approximately $5 million to $10 million of cash on hand.

The special dividend will be treated as a dividend for United States federal income tax purposes to the extent of the Company's accumulated and current earnings and profits, which generally must be determined by taking into account the Company's operations for the entire 2005 calendar year. In order to determine how much of the distribution will be characterized as a dividend for tax purposes, GenTek expects to complete a comprehensive review of its accumulated earnings and profits during the course of this year. For purposes of effecting payment of the special dividend to registered holders located outside the United States, with respect to whom withholding is required, such withholding will be made based on the assumption that the entire distribution will be a taxable dividend. Shareholders are encouraged to consult their tax advisors regarding the appropriate tax treatment of the dividend.

The Company's Tranche B and Tranche C warrants will not be entitled to any distribution as a result of this dividend. However, in accordance with the terms of the warrant agreements, it is expected that the dividend will result in substantial adjustments to both the number of shares for which the warrants are exercisable as well as the exercise price. The exact amount of the adjustments will not be determinable until after the payment of the dividend.

Goldman Sachs Credit Partners L.P. and Banc of America Securities LLC were joint lead arrangers on the financing, while Skadden, Arps, Slate, Meagher & Flom LLP was GenTek's legal advisor on the transaction.

About GenTek Inc.

GenTek provides specialty inorganic chemical products and services for petroleum refining, treating water and wastewater, and the manufacture of personal-care products. The company also produces valve-train systems and components for automotive engines and wire harnesses for large home appliances and automotive suppliers, as well as other cable products. GenTek operates over 60 manufacturing facilities and technical centers and has more than 6,900 employees.

GenTek's 2,000-plus customers include many of the world's leading manufacturers of cars and trucks, heavy equipment, appliances and office equipment, in addition to global energy companies and makers of personal-care products. Additional information about the company is available at www.gentek-global.com.