Pall Corporation to Purchase Certain Assets of Rochem.

EAST HILLS, N.Y.--(BUSINESS WIRE)--Oct. 6, 1997--Pall Corporation (NYSE:PLL) today announced the signing of an agreement to purchase all of the outstanding capital stock of the Swiss holding company Argentaurum AG, including its Rochem subsidiaries, as well as certain assets of its German company Rochem RO Wasserbehandlung GmbH.

Rochem manufactures and sells proprietary advanced design reverse osmosis nanofiltration and ultrafiltration systems for treating and desalinizing sea water, purifying landfill leachate and other municipal and industrial wastewater applications. Combined with Pall's current products for this marketplace, the Company is well positioned to be a strong player in this global market with a potential of at least $4 billion.

The transaction will be accounted for as an asset purchase. Under the terms of the agreement, the amount of Pall's cash payment will depend on the operating profits earned by Argentaurum in the current calendar year. Pall will pay a minimum of $48 million to a maximum of $64 million, based on an operating profit range between DM 12 million and DM 17 million (or more) for the calendar year ended December 31, 1997. Argentaurum's operating profit is expected to be $8 million (DM 14.5 million), in which case Pall's purchase price would be about $56 million (DM 100 million).

The transaction is expected to close effective January 1, 1998 when Pall will have paid $5.6 million (DM 10 million). At that time, Pall will obtain control of the company. The balance of the purchase price will be paid when final audited 1997 figures are available by the end of April 1998.

In addition, Pall intends to form a joint venture with Rochem U/F Systems where each party will own a 50% interest. The cost to Pall will be $1.7 million (DM 3 million) to purchase newly-issued shares of the joint venture, which will be used to develop this global market. Pall Corporation believes that the combination of Rochem's technologies with existing Pall products and market presence will facilitate rapid penetration of advanced economical water and wastewater systems for municipal and industrial markets.

Commenting on the acquisition, Eric Krasnoff, Chairman and CEO of Pall Corporation said, "This acquisition will substantially expand product offerings to customers of our new water division. Argentaurum's proprietary technology combined with our global distribution network will allow us to serve our customers efficiently and will further enhance our opportunities in the important water management market. Sales for this innovative company are likely to be about $33.9 million (DM 60 million) this year and we do not expect any dilution to our earnings."

Pall Corporation, with annual sales over $1 billion, is based in East Hills, New York, USA. The Company has the broadest based filtration and separation capabilities in the world. Since 1946, Pall Corporation has demonstrated technological leadership and offered innovative solutions to complex fluid clarification and purification problems in each of its three major markets: Health Care, Aeropower and Fluid Processing. The Company employs 8,500 people at offices and manufacturing facilities throughout the world. The Company's shares are listed on the New York Stock Exchange (PLL) and the London Stock Exchange (0668260).

This release contains forward-looking statements that are based on current Company expectations and are subject to risks and uncertainties which could cause actual results to differ materially. Such risks and uncertainties include, but are not limited to, foreign exchange rates, regulatory approval, market acceptance of new technologies, economic conditions and market demand.

CONTACT: Pall Corporation

Jeremy Hayward-Surry, 516/484-5400