Messer Griesheim calls remaining 10 3/8% notes

New York, May 25 - Messer Griesheim Holding GmbH said it was calling for redemption all of its 10 3/8% senior notes due 2011 that remained outstanding following the conclusion of its recent tender offer for the notes; the company had repurchased nearly all the notes in that tender offer.

The company said that the redemption would occur June 22 and holders would be paid a redemption price - which is to be set - plus any accrued and unpaid interest on their notes. Interest on the notes will cease to accrue on and after the redemption date.

The company said that the notes would be redeemed at a redemption price per €1,000 principal amount of notes that reflects a yield on the notes to June 1, 2006 equal to the sum of (a) the yield to maturity, as calculated in accordance with standard market practice, of the 6¼% German Bundesanleihe due April 26, 2006 as of 2 p.m. London time on June 22, and (b) a fixed spread of 50 basis points.

It further said that specifically, the redemption price per €1,000 principal amount of notes will equal (a) the value per €1,000 principal amount of notes, assuming that the notes would be redeemed in full on June 1, 2006, at the redemption price applicable on such date (€1,051.88), of all remaining payments of principal, premium and interest due to be made up to and including June 1, 2006, discounted to June 22, 2004 at a discount rate equal to the yield on the reference Bund security, minus (b) accrued and unpaid interest for the period from June 1 to June 22.

Payment for the notes will be made on June 23 to holders of notes as shown on the records of Clearstream Banking Luxembourg société anonyme and/or Euroclear Bank SA/NV as operator of the Euroclear System and will be paid through such clearing systems.

As previously announced, Messer Griesheim - a Germany based maker of industrial gasses formerly known as Messer Griesheim Holding AG - said on April 21 it had begun a cash tender offer for all of its $550 million of outstanding 10 3/8% notes and was also soliciting noteholder consents to proposed changes in the notes' indenture.

On May 21 the company said that the tender offer had expired as scheduled at 12 p.m. on May 19, without extension, and that holders had tendered a total of €530.587 million of the notes, or 96.47% of the outstanding amount. The notes were accepted for payment, with the company having agreed to pay tender offer consideration of €1,166.35 per €1,000 principal amount plus a €30 per €1,000 consent payment payable to holders who tendered by the May 4 consent deadline, which was paid to the holders of $523.6 million, or 95.2% of the outstanding amount.

Goldman Sachs International acted as the exclusive dealer manager for the offer (contact Dominic Ashcroft at +44 (0) 20 7774 0923). The tender agents for the offer were The Bank of New York and The Bank of New York (Luxembourg) SA; The trustee for the notes was The Bank of New York, London Branch.

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