EX-99.2 4 ex99p2.txt Exhibit 99.2 Vision Leadership RESULTS Acquisition of Thomas Industries Inc. OVERVIEW OF THOMAS o Global leader in production of compressors and pumps for OEM applications with 2004 sales of $410 million o Acquired Werner Rietschle GmbH in 2002 - At the time, Thomas had sales of $181 million and Rietschle had sales of $151 million o Compressors (piston, claw, rotary vane), pumps and blowers (side channel and rotary lobe) are primary product technologies OVERVIEW OF ACQUISITION o Projected to close in 2005 o $40.00 per share purchase price ($734.0 million) - $267.1 million in cash and $9.5 million in assumed capital leases as of 12/31/04 o Net transaction value is approximately 9.3x Adjusted EBITDA of $51.3 million, 12 months ended 12/31/04 AIR & GAS TECHNOLOGIES [Pic] [Pic] [Pic] [Pic] Claw Diaphragm Linear Piston (Articulating) [Pic] [Pic] [Pic] [Pic] Piston (WOB-L) Radial Blower Rotary Lobe Rotary Vane (dry) [Pic] [Pic] [Pic] Rotary Vane Screw Side Channel (oil lubricated) Blower LIQUID TECHNOLOGIES [Pic] [Pic] [Pic] Centrifugal Diaphragm Gerotor [Pic] [Pic] [Pic] Gear Linear Peristaltic [Pic] [Pic] Roller Rotary Vane SALES BY APPLICATION [Pie Chart] End OEM Service User Systems 76% 11% 9% 4% Thomas Industries estimate for 2003 SALES BY GEOGRAPHY [Pie Chart] North America Europe Asia Pacific 38% 52% 10% Thomas Industries estimate for 2004 SALES BY INDUSTRY [Pie Chart]
Medical Industrial Printing Environmental Service Distribution Packaging Other Automotive Lab 21% 17% 12% 9% 9% 6% 5% 13% 4% 4%
Thomas Industries estimate for 2003 MANUFACTURING LOCATIONS Location Sqft Product Focus -------- ---- ------------- Sheboygan, WI 369,000 WOB-L piston, linear, diaphragm, diecasting Monroe, LA 80,000 Rotary vane, linear, articulated piston Skokie, IL 50,000 Laboratory products Syracuse, NY 50,000 Bronze gear Schopfheim, Germany 156,000 Rotary vane, screw, claw, lobe Puchheim, Germany 75,000 Diaphragm, piston, peristaltic, leak- detection Fahrnau, Germany 124,000 Sandcasting, side channel blowers, radial blowers, systems Memmingen, Germany 69,000 Rotary vane, linear, automotive products Wuxi, China 44,000 WOB-L piston, diaphragm FINANCIAL RESULTS ($ Millions) 2002 2003 2004 ---- ---- ---- Revenue $240.6 $376.8 $410.1 Oper Inc + DA* 36.2 43.2 51.3 % of Rev 15.0% 11.5% 12.5% Oper Inc* 25.7 28.0 35.0 % of Rev 10.7% 7.4% 8.5% *Excludes GTG Equity Income and gain on sale of investment and $5.3 million of non-recurring expenses in 2004 GARDNER DENVER PROFORMA REVENUE BY INDUSTRY [Pie Chart] Energy Food Proc Other Auto Svc Paper Chemical Medical Water Treat Transportation Indus Mfg 13% 3% 13% 3% 9% 6% 7% 4% 14% 28% Note: 2004 pro forma including acquisition of Thomas Industries and 12 months of Nash Elmo
GARDNER DENVER PROFORMA REVENUE BY GEOGRAPHY [Pie Chart] United States Europe Other Latin America Canada Asia 39% 41% 2% 3% 3% 12% Note: 2004 pro forma including acquisition of Thomas Industries and 12 months of Nash Elmo STRATEGIC SYNERGIES o Access to higher growth industries and end markets o Strong OEM capabilities o Product and manufacturing synergies o New manufacturing facility in China o Distribution channel synergies o Administrative expense savings ACQUISITION FINANCING o Full debt commitment from Bear Stearns and JP Morgan Chase Bank o Ultimate financing through - Expanded bank facility - Possible debt issuance - Public offering of approximately $200 million of common stock o The acquisition is not conditioned on financing Vision Leadership RESULTS