Actuant Announces Completion of Key Components, Inc. Acquisition and Equity Offering

Business Wire, Dec 28, 2004

MILWAUKEE -- Actuant Corporation (NYSE:ATU) announced today the completion of its acquisition of Key Components, Inc. ("KCI") on December 27, 2004 and its public equity offering on December 28, 2004. The company issued 2,875,000 shares of Class A common stock in the offering at a price of $49.50 per share, which included 375,000 shares to cover underwriter over-allotments. Immediately following the offering, the company had approximately 26,900,000 Class A common shares outstanding. Wachovia Securities served as sole book runner, JPMorgan and UBS Investment Bank served as joint lead managers, and Robert W. Baird & Co. and Bear, Stearns & Co. Inc. served as co-managers for this offering.

Total consideration paid for the previously announced KCI acquisition was approximately $315 million, including the assumption of $80 million of KCI's 10.5% senior notes (the "KCI Notes"). The cash portion of the KCI acquisition was funded with proceeds from $250 million of newly issued term loans under the company's senior credit facility, which was amended concurrently with the closing of the KCI acquisition. Actuant has initiated actions to redeem all of the KCI Notes, and expects to complete the redemption in January 2005. Cash proceeds from the equity offering, net of underwriting discounts and expenses, were approximately $134 million and will be used to fund the KCI Notes redemption and reduce revolving credit borrowings.

A copy of the final prospectus supplement and prospectus relating to the offering may be obtained from Wachovia Securities, 7 St. Paul Street, First Floor, Baltimore, Maryland 21202 (Attention: Equity Syndicate Desk). These documents may also be obtained from the Securities and Exchange Commission and over the Internet at the SEC's web site at http://www.sec.gov. Wachovia Securities is a trade name for Wachovia Capital Markets, LLC.

Actuant, headquartered in Milwaukee, Wisconsin, is a diversified industrial company with operations in over 20 countries. The Actuant businesses are market leaders in highly engineered position and motion control systems and branded hydraulic and electrical tools. Products are offered under such established brand names as A.W. Sperry, Dresco, Enerpac, Gardner Bender, Kopp, Kwikee, Milwaukee Cylinder, Nielsen Sessions, Power-Packer, Power Gear and Yvel. For further information on Actuant and its business units, visit the Company's website at www.actuant.com.

Safe Harbor

Certain of the above comments represent forward-looking statements made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. Management cautions that these statements are based on current estimates of future performance and are highly dependent upon a variety of factors, which could cause actual results to differ from these estimates. Actuant's results are also subject to general economic conditions, variation in demand from customers, the impact of geopolitical activity on the economy, continued market acceptance of the Company's new product introductions, the successful integration of acquisitions and related restructuring, operating margin risk due to competitive pricing and operating efficiencies, supply chain risk, material and labor cost increases, foreign currency fluctuations and interest rate risk. See the prospectus and the Company's annual, quarterly, and current reports filed with the Securities and Exchange Commission for further information regarding risk factors.