Divestiture of Messer Griesheim Operations in Germany, the United Kingdom and the United States to Air Liquide and Take-over of Remaining Business by the Messer Family

Anti-trust clearance received and successful Tender Offer for the Messer High Yield Bond

The former shareholders of Messer Griesheim, a leading producer of industrial and specialty gases, announced today that the sale of its operations in Germany, the United Kingdom, and the United States to L’Air Liquide S.A. (“Air Liquide”) has been completed. The transaction was announced on 20th January 2004 for a total consideration of approximately EUR 2.7bn, including assumed debt.

Simultaneously, the Messer family through their holding company Messer Industrie GmbH (“MIG”) has successfully completed the acquisition of the shares in Messer Griesheim owned by the former co-shareholders Allianz Capital Partners (“ACP”) and private equity funds managed by Goldman Sachs (“Goldman Sachs Funds”).

All conditions, including approvals by the relevant antitrust authorities, MIG’s full acquisition of the remaining Messer Griesheim Group and the successful tender for at least 50% of the Messer Griesheim EUR 550 million 10.375% Senior Notes due 2011 have been fulfilled. In connection with this last condition, Messer Griesheim Holding GmbH issued a tender offer on 21st April 2004 to acquire all outstanding Senior Notes. By Tuesday, 4 May 2004, 95.7% of the Notes had been tendered.

In connection with the transaction, Messer has successfully completed a €400 million refinancing. Headquartered in Frankfurt am Main, Germany, the newly formed Messer group had pro-forma sales of €472 million in 2003 and employs more than 3,600 people in 26 countries in Western Europe, Eastern Europe as well as China and Peru. All parties involved are very pleased with the timely completion of the transactions.

Stefan Messer, member of the management board of Messer Griesheim, CEO of MIG and grandson of one of Messer Griesheim’s founders said: “Closing of the transaction is a very important milestone for the new Messer group in its strategy to focus on growth markets in Eastern Europe and China.”

Stefan Sanne, Managing Director of ACP, said: ”We are pleased to successfully conclude an excellent partnership with one of Germany's leading industrial families. Our association with Messer has proven how powerful and beneficial to all parties a partnership between the German Mittelstand and Private Equity investors can be.”

Stephen Trevor, Managing Director in the Principal Investment Area of Goldman Sachs said “This transaction highlights how successful Private Equity can be in helping business owners to achieve their strategic goals. We expect that Private Equity will continue to play a significant role in corporate reorganizations and business transformations in Germany."

In April 2001, ACP and the Goldman Sachs Funds acquired 67% of Messer Griesheim from Hoechst AG (Aventis) in the largest European leveraged buy-out at that time. Since then, management in close cooperation with the shareholders strengthened the operating business and focused the company on its core markets in Europe and the United States by divesting activities in Latin America, Africa and Asia.

Goldman Sachs acted as exclusive financial advisor in the restructuring of Messer Griesheim’s ownership structure and to Messer Griesheim in the sale of the divested businesses.

Press Contacts:

Messer Industrie GmbH
Diana Buss, Corporate Communications
Tel.: +49 (2151) 379 9224
E-Mail: diana.buss@messer.de

Allianz Capital Partners (http://www.allianz.com)
Antje Terrahe
Tel.: +49 (89) 3800 18474
E-mail: antje.terrahe@allianz.com

Goldman Sachs (http://www.gs.com)
David Kamenetzky
Tel.: +49 (69) 7532 2644
E-mail: david.kamenetzky@gs.com

This announcement is for informational purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of any vote or approval in any jurisdiction. Holders of the Senior Notes can obtain a free copy of this and any other documents filed by MGH with the United States Securities and Exchange Commission at the SEC's website (www.sec.gov). The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.

Notes to Editors:
Messer Industrie GmbH (MIG), is the holding company of the Messer family’s interest in Messer Griesheim. The predecessor of Messer Griesheim, Adolf Messer GmbH, whose origins go back as far as 1898, was a Frankfurt am Main based family business operating in the fields of welding & cutting, industrial gases and cryogenic air separation. In 1965, Adolf Messer GmbH was merged with parts of Knapsack Griesheim AG, a 100% subsidiary of chemical company Hoechst AG, to form Messer Griesheim GmbH, a leading company in the field of industrial and specialty gases. Since this merger, MIG owns 33.3% of Messer Griesheim. Besides this participation, MIG also owns a 34% interest in MEC Holding GmbH, a company operating in the fields of cutting & welding and also being a successor-company of Adolf Messer GmbH.

Allianz Capital Partners GmbH (ACP) was founded in 1998. It is responsible within the Allianz Group for direct investments in the area of private equity and has invested about EUR 1.4bn to date. Notable transactions include – apart from Messer Griesheim – amongst others Tank&Rast and Schmalbach Lubeca as well as a significant share of the mezzanine tranches in a number of private equity transactions. As a financial investor, ACP focuses on providing financing solutions for a wide range of situations including growth finance, buy-outs or public to privates. ACP delivers tailor-made financial tools from mezzanine finance to equity capital.

Goldman Sachs is a leading global investment banking, securities and investment management firm that provides a wide range of services worldwide to a substantial and diversified client base that includes corporations, financial institutions, governments and high net worth individuals. Founded in 1869, it is one of the oldest and largest investment banking firms. The firm is headquartered in New York and maintains offices in London, Frankfurt, Tokyo, Hong Kong and other major financial centers around the world. GS Capital Partners 2000, L.P. is an investment partnership affiliated with Goldman Sachs with committed capital of $5.25 billion. GS Capital Partners 2000 is the current primary vehicle of Goldman Sachs for long term investments in equity and equity related securities in privately negotiated transactions, leveraged buyouts and acquisitions. Having raised over $17 billion in capital in 10 funds since 1986, Goldman Sachs is one of the largest private equity investors in the world. Directly and indirectly through its GS Capital Partners investment partnerships, it has invested in over 500 companies since 1986, and manages a diversified global portfolio.

Notable investments include Polo Ralph Lauren, Orion Power and Kookmin Bank. Biggest investments in Germany have been in Kabel Deutschland, Cognis, Messer Griesheim, Wincor Nixdorf, Fresenius Medical Care and Tarkett Sommer.