USA, Illinois

Gardner Denver, Inc. has announced that it has entered into separate share purchase agreements with the holders of 100 percent of the outstanding shares of CompAir Holdings Limited (CompAir), a global manufacturer of compressed air and gas solutions. The acquisition places a total enterprise value of the business at GBP 197.5 million (approximately $US395 million), to be paid through a combination of cash and the assumption of existing CompAir debt. The transaction is expected to close in the fourth quarter of 2008.

CompAir, headquartered in Redditch, U.K., operates through three business divisions: Industrial, Hydrovane, and Reavell. Reavell, is a manufacturer of high pressure reciprocating compressors producing air at delivery pressures in excess of 400 bar, used in applications including compressed natural gas.

"CompAir is an exciting strategic acquisition for Gardner Denver. The company has a reputation for high-quality, innovative products and best-in-class customer service, which strongly complements Gardner Denver's existing operations," said Barry L. Pennypacker, Gardner Denver's President and Chief Executive Officer. "With more than three-quarters of CompAir's sales in Europe and Asia, this transaction extends the geographic availability of Gardner Denver's products and significantly enhances our channels of distribution to serve the global market. By blending the complementary product lines and geographical reach of CompAir and Gardner Denver, the combined business will be well positioned to take advantage of future growth opportunities for its products, services, and people."

"Over the past several years, CompAir has achieved numerous successes in product development and operational improvements, which has provided a solid platform for growth," said Mr. Pennypacker. "We believe there is more opportunity to grow the profitability of this business post-transaction through lean enterprise techniques, low cost country sourcing, and capturing integration synergies."

To finance the acquisition, Gardner Denver will use excess available cash and new syndicated credit facilities. The form, terms, and size of the debt financing are subject to prevailing market conditions. The transaction is subject to certain closing conditions, including the receipt of applicable regulatory approvals. The acquisition is not conditional upon completion of financing.