Thermadyne Holdings Corporation Agrees to be Acquired by Irving Place Capital

Thermadyne Holdings Corporation (NASDAQ: THMD), a leading global manufacturer and marketer of metal cutting and welding products and accessories, today announced that it has entered into a definitive agreement to be acquired by affiliates of Irving Place Capital, a middle-market 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.

Paul Melnuk, chairman of the board of directors of Thermadyne, said, “I am very pleased with the accomplishments that our leadership team and employees around the world have made over the last seven years in restoring and revitalizing Thermadyne’s leadership position in the marketplace. This transaction allows all of our shareholders to realize the value created.”

Martin Quinn, Thermadyne’s president said, “Our team has created a strong market presence with leading brands and unwavering customer commitment. Irving Place Capital’s ability to bring value-added resources will help continue Thermadyne’s growth momentum.”

Douglas Korn, a senior managing director of Irving Place Capital, said, “We are excited to invest behind this talented management team in pursuit of Thermadyne’s vision for continued product and service innovations in key global markets.”

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

Oppenheimer & Co. Inc. is acting as Thermadyne’s exclusive financial advisor, and Bryan Cave LLP serves as its legal advisor in connection with this transaction. RBC Capital Markets is acting as Irving Place Capital’s exclusive financial advisor, and Weil, Gotshal & Manges LLP is acting as its legal advisor. Jefferies & Company, Inc. or one or more of its affiliates, RBC Capital Markets and GE Antares Capital Corporation have committed to providing debt financing in support of the transaction.