Messer - Global Site - Gase und Know-how für ihren Erfolg.
English Deutsch

Krefeld, 21.04.2004

NOTICE RELATING TO OFFER TO PURCHASE FOR CASH

Any and All of the
Euro Denominated 10.375% Senior Notes due 2011

ISIN XS0129587142, XS0129586763, XS0136262275
of
MESSER GRIESHEIM HOLDING GMBH (formerly Messer Griesheim AG)

April 21, 2004 - Messer Griesheim Holding GmbH, formerly Messer Griesheim Holding AG (the “Company”), announced the commencement on April 21, 2004 of a cash tender offer and solicitation of related consents (together the “Offer”) relating to all of the Company's outstanding 10.375% Senior Notes due 2011 (the “Notes”). If the Offer is consummated, the total consideration to be paid for each validly tendered Note and properly delivered consent will be based upon a fixed spread of 50 basis points over the yield to maturity on the 6.25% German Bundesanleihe due April 26, 2006, which also includes a consent payment equal to ¤30 per ¤1,000 principal amount of Notes purchased (the “Consent Payment”). The Offer is expected to expire, unless extended or terminated by the Company, at 5:00 p.m., London time, on Wednesday, May 19, 2004. The price determination date for the Notes is Tuesday, May 4, 2004, unless extended by the Company.

In conjunction with the tender offer, the Company is soliciting consents to certain proposed amendments and waivers (the “Consents”) that would (i) eliminate or waive substantially all of the restrictive covenants, certain events of default and certain additional covenants and rights contained in the Notes and the indenture governing the Notes (the “Indenture”) and (ii) direct The Bank of New York, London Branch, as Trustee under the Indenture, to give its consent to novation of, the early settlement of the repayment obligations under and the subsequent termination of the High Yield Loan Proceeds Agreement, dated May 16, 2001, between the Company, as lender, and Messer Griesheim GmbH (“Messer Griesheim”), as borrower, and to the early termination of the High Yield Subordination Agreement, dated May 16, 2001, between the Company, as subordinated lender, and Messer Griesheim, as borrower. Noteholders may not tender their Notes without consenting to the proposed amendments and vice versa. The Offer is being made solely pursuant to an Offer to Purchase for Cash and Solicitation of Consents to Amendments (the “Offer Document”), which more fully sets forth and governs the terms and conditions of the Offer.

The total consideration, which includes the Consent Payment, shall only be paid for Notes tendered and related Consents received on or prior to 5:00 p.m., London time, on Tuesday, May 4, 2004, unless extended by the Company (such time and date as it may be extended, the “Consent Payment Deadline”). Noteholders who tender after the Consent Payment Deadline but before the expiration of the Offer will be entitled to receive the total consideration minus the Consent Payment if the Offer is consummated. After the Consent Payment Deadline, noteholders will not be able to withdraw tendered Notes and related Consents except under limited circumstances described in the Offer Document.

The Offer is conditional on (i) the valid tender of Notes and delivery of related consents by holders of at least a majority of the aggregate principal amount of the outstanding Notes not subject to any rights of withdrawal (the “Requisite Tenders”) and (ii) the completion of the Company’s sale of the entire share capital of its subsidiary Messer Griesheim to Air Liquide International S.A. (the “Completion of the Acquisition”). The Completion of the Acquisition is subject to the satisfaction or waiver of certain acquisition-specific and customary closing conditions, including (i) receipt of the necessary antitrust regulatory approvals related to the Acquisition in the European Union (the European Commission) and the United States (the Federal Trade Commission); (ii) the Messer family obtaining antitrust regulatory approvals related to, and financing commitments for, the reorganization of the ownership structure of the Company’s shareholder Messer Griesheim Group GmbH & Co. KGaA (“Messer Griesheim Group”), pursuant to which Allianz Capital Partners and private equity funds managed by affiliates of Goldman Sachs International will sell their combined 67% interest in Messer Griesheim Group to the Messer family under an option agreed in 2001; (iii) the approval by the creditors of Messer Griesheim and certain of its affiliates of the sale of Messer Griesheim and certain related transactions; (iv) a restructuring having been implemented, pursuant to which all of the operations of Messer Griesheim that are not being sold to the Purchaser in connection with the sale of Messer Griesheim are to be transferred to Messer Griesheim Group or the Company or any of its or their legal successors or affiliates (other than Messer Griesheim and its subsidiaries) and (v) the receipt by the Company of the Requisite Tenders.

Goldman Sachs International is acting as the exclusive Dealer Manager for the Offer. The Tender Agents for the Offer are The Bank of New York and The Bank of New York (Luxembourg) S.A., and the Trustee for the Notes is The Bank of New York, London Branch.

The Offer is made upon, and is completely subject to the detailed terms and conditions set forth in the Offer Document, which can be obtained (together with additional information about the terms of the Offer, how to tender Notes and deliver Consents and conditions to the Offer) by contacting Dominic Ashcroft of Goldman Sachs International at Peterborough Court, 133 Fleet Street, London EC4A 2BB, United Kingdom, tel. +44 (0) 20 7774 0923. Information about the terms of the Offer is also available from the Tender Agents.

The Offer Document is available from, and holders of Notes may participate in the Offer through, Bank of New York (Luxembourg) S.A. at Aerogolf Center, IA, Hoehenhof, 1736 Senningerberg, Luxembourg.

The Offer Document contains important information which should be read carefully before any decision is made with respect to the Offer.

This announcement does not constitute a recommendation regarding the tender offer and consent solicitation. Noteholders should seek advice from an independent financial adviser as to the suitability of the transactions described herein for the individual concerned.

Contact:
Winfrid Schmidt
Corporate Treasury
Mobile: +49 172 26 15 921

Markus Müller
Group Treasury
Mobile: +49 173 52 60 595

YOUR CONTACT
Diana Buss

Diana Buss
Communications
Vice President
Phone: + 49 (0) 2151 7811-251
Fax: + 49 (0) 2151 7811-598
[E-Mail]