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Apr 1, 2005 12:00 PM

Gardner Denver Inc has signed a definitive agreement to acquire Thomas Industries Inc for a purchase price of $40 per share for all outstanding shares and share equivalents (approximately $734.0 million) and the assumption of $9.5 million of long-term capitalized lease obligations.

As of Dec 31, 2004, Thomas had $267.1 million in cash, cash equivalents, and short-term investments. Net transaction value, including assumed debt and net of cash, is about $476.4 million.

Thomas, headquartered in Louisville KY, designs, manufactures and markets Rietschle Thomas brand pumps and compressors for use in global OEM applications, Welch laboratory equipment, and Oberdorfer bronze and high alloy liquid pumps. It has wholly owned operations in 21 nations on five continents. Its primary manufacturing facilities are in Sheboygan WI, Monroe LA, Skokie IL, and Syracuse NY; and Schopfheim, Fahrnau, Puchheim, and Memmingen, Germany. In 2004, Thomas completed construction of a manufacturing facility in Wuxi, China, that is expected to become operational in mid-2005.

According to its fourth quarter earnings release, for the year ended Dec 31, 2004, Thomas' revenues and operating income were $410.1 million and $208.8 million, respectively.

Gardner Denver has received a debt commitment from Bear, Stearns & Co Inc and JPMorgan Chase Bank NA to fully finance the acquisition of Thomas. However, Gardner Denver intends to finance the acquisition through an amended and expanded senior secured bank facility and a public offering of some $200 million of its common stock. In addition, the company may choose to access the debt capital markets. The acquisition is not conditioned upon completion of any of these financings, and the size and timing of both the equity and any debt financings are subject to prevailing market conditions.