GE Power Systems to acquire Osmonics

New unit to become part of GE Water


ATLANTA, Ga. & MINNETONKA, Minn., Nov. 4, 2002 — GE Power Systems and Osmonics Inc. announced that they have signed an agreement to merge Osmonics into a wholly owned subsidiary of GE in a stock and cash transaction.

Osmonics, headquartered in Minnetonka, Minn., is a manufacturer and worldwide marketer of high technology water purification and fluid filtration, separation and handling equipment.

In the merger, Osmonics shareholders will receive the equivalent of $17.00 of GE common stock for each share of Osmonics. Shareholders may elect to receive $17.00 in cash per share instead of GE shares, subject to proration so that the total cash paid does not exceed 55 percent of the total merger consideration.

The merger, which is subject to the approval of the holders of a majority of Osmonics’ outstanding common shares, government approvals and other customary conditions, is expected to close in the first quarter of 2003. Following the completion of the acquisition, Osmonics will be integrated with GE Water, a unit of GE Power Systems.

“The fit between GE Water and Osmonics will allow us to better serve the water needs of our global customers,” said John Rice, President and CEO of GE Power Systems. “By combining Osmonics’ excellent technology and engineering resources with the complementary capabilities of GE Water, we will create an even broader portfolio of products and services that we can offer for a wide range of energy and industrial applications worldwide. In addition, we are excited about the commercial synergies with GE Betz and GE Consumer Products.”

Osmonics, with worldwide employment exceeding 1,200, reported sales of $207 million in 2001. The company manufactures high-technology water purification and fluid filtration, fluid separation, and fluid handling equipment. It also makes replaceable components used in purification, filtration and separation equipment, and consists of three major businesses:

The Filtration and Separations Group supplies filtration and separation products for customers in the food and beverage, dairy, semiconductor, industrial and petrochemical businesses.

The Process Water Group offers standard and custom-designed reverse osmosis water purification systems and components for beverage, health care, industrial and municipal segments.

The Household Water Group provides point-of-use filtration and control valve products for the residential and commercial markets.

“Osmonics has a solid product line with excellent opportunities for growth, but we needed the resources of a larger organization to take the company to the next level,” said D. Dean Spatz, Chairman and CEO, Osmonics. “Since I founded the company in 1969, we have led technological advancement within the fluid filtration and separation industry and expect to continue to do so under GE’s leadership.”

Goldman, Sachs & Co. acted as exclusive financial adviser to Osmonics, Inc.

About GE Water

GE Water, based in Guelph, Ontario, Canada, serves the $4 billion industrial water services market that includes power, semiconductors and electronics, petrochemical, oil and gas, pulp and paper, food and beverage, pharmaceutical and health care.

About GE Power Systems

GE Power Systems (www.gepower.com) is a supplier of power generation technology, energy services and management systems with 2001 revenues exceeding $20 billion. Based in Atlanta, Georgia, GE Power Systems provides equipment, services and management solutions across the power generation, oil and gas, distributed power and energy rental industries.

About Osmonics

Osmonics is a manufacturer and worldwide marketer of high-technology water purification and fluid filtration, fluid separation, and fluid handling equipment, as well as replaceable components used in purification, filtration, and separation equipment. These products are used by a broad range of consumer, industrial, commercial, and institutional customers. Osmonics is traded on the New York Stock Exchange under the symbol OSM.


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