Gardner Denver Shareholders Approve Definitive Agreement to Be Acquired by KKR

Gardner Denver Shareholders Approve Definitive Agreement to Be Acquired by KKR 
Gardner Denver Shareholders to Receive $76 per Share in Cash 
Transaction Valued at Approximately $3.9 Billion 
WAYNE, PA -- (Marketwired) -- 07/16/13 --  Gardner Denver, Inc.
(NYSE: GDI) today announced that at the special meeting of Gardner
Denver shareholders held today, shareholders voted overwhelmingly to
approve the proposed definitive merger agreement with Kohlberg Kravis
Roberts & Co. L.P. (together with its affiliates, "KKR").  
The transaction follows a months-long review by the Gardner Denver
Board of Directors, including a comprehensive sale process leading up
to the transaction with KKR. Approximately 97% of the shares voting
at the special meeting voted in favor of the adoption of the merger
agreement. 
Upon completion of the merger, valued at approximately $3.9 billion,
Gardner Denver shareholders will receive $76 per share in cash from
KKR for each share of Gardner Denver common stock they own as of the
effective time of the merger. The companies expect the merger to be
completed in late July or early August 2013, following the
satisfaction or waiver of all conditions to the merger.  
About Gardner Denver 
 Gardner Denver, Inc., with 2012 revenues of
approximately $2.4 billion, is a leading worldwide manufacturer of
highly engineered products, including compressors, liquid ring pumps
and blowers for various industrial, medical, environmental,
transportation and process applications, pumps used in the petroleum
and industrial market segments and other fluid transfer equipment,
such as loading arms and dry break couplers, serving chemical,
petroleum and food industries. Gardner Denver's news releases are
available by visiting the Investors section on the Company's website
(www.GardnerDenver.com). 
Forward-Looking Statements
 All of the statements in this release,
other than historical facts, are forward-looking statements made in
reliance upon the safe harbor of the Private Securities Litigation
Reform Act of 1995, including, without limitation, the statements
made concerning the Company's intent to consummate a merger with an
affiliate of KKR. As a general matter, forward-looking statements are
those focused upon anticipated events or trends, expectations, and
beliefs relating to matters that are not historical in nature. Such
forward-looking statements are subject to uncertainties and factors
relating to the Company's operations and business environment, all of
which are difficult to predict and many of which are beyond the
control of the Company. Among others, the following uncertainties and
other factors could cause actual results to differ from those set
forth in the forward-looking statements: (i) the risk that the merger
may not be consummated in a timely manner, if at all; (ii) the risk
that the definitive merger agreement may be terminated in
circumstances that require the Company to pay KKR a termination fee
of $103.4 million or reimbursement of their expenses of up to $10
million; (iii) risks related to the diversion of management's
attention from the Company's ongoing business operations; (iv) risks
regarding the failure of the relevant KKR affiliate to obtain the
necessary financing to complete the merger; (v) the effect of the
announcement of the merger on the Company's business relationships
(including, without limitation, customers and suppliers), operating
results and business generally; and (vi) risks related to obtaining
the requisite consents to the merger, including, without limitation,
the timing (including possible delays) and receipt of regulatory
approvals from various domestic and foreign governmental entities
(including any conditions, limitations or restrictions placed on
these approvals) and the risk that one or more governmental entities
may deny approval. Further risks that could cause actual results to
differ materially from those matters expressed in or implied by such
forward-looking statements are set forth under "Risk Factors" in the
Company's Form 10-K for the fiscal year ended December 31, 2012, and
its subsequent quarterly reports on Form 10-Q. The Company does not
undertake, and hereby disclaims, any duty to update these
forward-looking statements, although its situation and circumstances
may change in the future. 
Contacts: 
Gardner Denver 
Vikram U. Kini
VP, Investor Relations
(610) 249-2009 
Matthew Sherman, Jennifer Beugelmans or Joseph Sala 
Joele Frank, Wilkinson, Brimmer, Katcher
(212) 355-4449 
KKR
Kristi Huller
(212) 230-9722
Kristi.Huller@kkr.com 
 
 
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