NUCO Nuco2 (MM)

LOS ANGELES and STUART, Fla., May 29 /PRNewswire-FirstCall/ -- NuCO2 Inc. (NASDAQ:NUCO) and Aurora Capital Group today announced that affiliates of Aurora Capital Group have completed the acquisition of NuCO2. As previously announced on January 30, 2008, the two companies entered into a definitive merger agreement, which provided for Aurora Capital Group to acquire all of the outstanding common stock of NuCO2 for $30.00 per share in cash in a transaction with a total enterprise value of approximately $484 million. "In Aurora Capital Group, we have found a partner that enthusiastically shares our goals of growth, outstanding customer service and operational excellence and supports our long-term business goals," said Michael E. DeDomenico, Chairman and Chief Executive Officer of NuCO2. "We are confident that as a private company we will continue NuCO2's high standards of performance and build upon NuCO2's solid foundation to further position this great company for continued growth and success. On behalf of NuCO2's management and Board of Directors, I want to thank customers, shareholders and hard-working associates across the country for their support throughout this process." Gerald L. Parsky, Chairman of Aurora Capital Group, said, "We are extremely pleased to have successfully completed the acquisition of NuCO2. NuCO2 is an exceptional company with significant potential and we are committed to extending NuCO2's leading market position and expanding its broad service offering." Mark D. Rosenbaum, Partner at Aurora, added, "We look forward to working with the NuCO2 management team and their dedicated employees to continue providing high quality products and services." NuCO2 stock ceased trading on the NASDAQ Global Select Market yesterday and will be delisted. Under the terms of the merger agreement, NuCO2 shareholders are entitled to receive $30.00 in cash, without interest, for each share of NuCO2 stock that they hold. Letters of transmittal allowing NuCO2 shareholders of record to deliver their shares to the paying agent in exchange for payment of the merger consideration will be distributed shortly after the closing. Shareholders who hold shares through a bank or broker will not have to take any action to have their shares converted into cash, as such conversions will be handled by the bank or broker. UBS Investment Bank acted as financial advisor to NuCO2 in connection with the strategic review process and the transaction. Olshan Grundman Frome Rosenzweig & Wolosky LLP acted as legal advisor to NuCO2. Gibson, Dunn & Crutcher LLP acted as legal advisor to Aurora Capital Group. UBS Securities LLC provided debt financing for the transaction. About NuCO2 NuCO2 Inc. is the leading and only national provider of bulk CO2 products and services to the U.S. fountain beverage industry. With service locations within reach of virtually all of the fountain beverage users in the Continental U.S., NuCO2's experienced professionals comprise the largest network of sales and support specialists in the industry serving national restaurant chains, convenience stores, theme parks and sports and entertainment complexes, among others. NuCO2's revenues are largely derived from the installation, maintenance and rental of bulk CO2 systems and delivery of beverage grade CO2, which are increasingly replacing high pressure CO2, until now the traditional method for carbonating fountain beverages. The technology offers consistent quality, greater ease of operation, and heightened efficiency and safety utilizing permanently installed on-site cryogenic storage tanks. NuCO2 provides systems and services that allow its customers to spend more time serving their customers. Visit NuCO2's website at http://www.nuco2.com/. About Aurora Capital Group Aurora Capital Group ("Aurora") is a Los Angeles-based private equity firm managing over $2.0 billion that utilizes two distinct investment strategies. Aurora Equity focuses principally on control-investments in middle-market industrial, manufacturing and selected service oriented businesses, each with a leading position in sustainable niches, a strong cash flow profile, and actionable opportunities for both operational and strategic enhancement. Aurora Resurgence invests in debt and equity securities of middle-market companies and targets complex situations that are created by operational or financial challenges either within a company or a broader industry. For more information about Aurora Capital Group, visit http://www.auroracap.com/ or http://www.aurorares.com/. Forward-Looking Statements This release may contain forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements can generally be identified by words such as "believes," "expects," "plans," "intends," "projects," "forecasts," "may," "will," "should," or "anticipates," or the negative thereof or comparable terminology, or by discussions of vision, strategy or outlook. We are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by these statements. Our forward-looking statements contained herein speak only as of the date hereof, and we make no commitment to update or publicly release any revisions to forward-looking statements in order to reflect new information or subsequent events, circumstances or changes in expectations. DATASOURCE: NuCO2 Inc. and Aurora Capital Group CONTACT: Gerald L. Parsky, John T. Mapes or Mark D. Rosenbaum, all of Aurora Capital Group, +1-310-551-0101; Matthew J. Sherman, Joele Frank, Wilkinson Brimmer Katcher, +1-212-355-4449; Michael E. DeDomenico, Chairman and CEO, or Robert R. Galvin, CFO and Executive Vice President, both of NuCO2 Inc., +1-772-221-1754 Web site: http://www.nuco2.com/ http://www.auroracap.com/ http://www.aurorares.com/

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