Thermadyne Holdings Corp. agrees to be acquired by Irving Place Capital

October 8, 2010

St. Louis, Mo.-based Thermadyne Holdings Corp., a global manufacturer of metal cutting and welding products and accessories, has entered into a definitive agreement to be acquired by affiliates of Irving Place Capital, a middle-marker private equity firm, in a transaction valued at approximately $422 million, excluding fees and expenses.

Under the terms of the agreement, Thermadyne's shareholders will receive $15.00 per share in cash for each share of Thermadyne's common stock, representing a premium of 18 percent over the average closing share price of $12.71 during the last 30 trading days ending October 4, 2010 and a 25 percent premium over Thermadyne's average closing share price of $12.05 during the last 90 trading days ending October 4, 2010.

Thermadyne's board of directors unanimously approved the transaction and recommended that Thermadyne's shareholders adopt the agreement with Irving Place Capital. Investment funds managed by Angelo, Gordon & Co., L.P. (which collectively own approximately 33 percent of Thermadyne's outstanding common stock) executed an agreement with an affiliate of Irving Place Capital to vote their shares in favor of the transaction with Irving Place Capital.

The transaction is subject to shareholder approval and other customary closing conditions and is targeted to close in December 2010.



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