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Actuant Commences Cash Tender Offer And Consent Solicitation For Its Outstanding 6.875% Senior Notes Due 2017

Actuant Corporation (NYSE:ATU) announced today that it has commenced an offer to purchase for cash any and all of the $250 million outstanding principal amount of its 6.875% Senior Notes due 2017. In conjunction with the tender offer, Actuant is soliciting consents to effect certain proposed amendments to the indenture governing the notes. The tender offer and consent solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated April 2, 2012, and a related Consent and Letter of Transmittal, which set forth the terms and conditions of the offer and consent solicitation in full detail.

The total consideration to be paid for each $1,000 principal amount of the notes tendered, and not validly withdrawn, will be $1,042.16. The total consideration includes a consent payment of $30.00 per $1,000 principal amount, which is payable only to holders who tender their notes and validly deliver their consents prior to the expiration of the consent solicitation. Holders who tender their notes after the expiration of the consent solicitation, but on or prior to the tender expiration, will receive the tender offer consideration of $1,012.16, which is the total consideration minus the consent payment. The consent solicitation will expire at 5:00 p.m., New York City time, on April 13, 2012, unless terminated or extended. The tender offer will expire at 12:00 midnight, New York City time, on April 27, 2012, unless terminated or extended. Tendering holders will also receive accrued and unpaid interest from the last applicable interest payment date to, but not including, the applicable payment date with respect to the tendered notes. Tendered notes may not be withdrawn and consents may not be revoked after 5:00 p.m., New York City time, on April 13, 2012.

The proposed amendments to the indenture governing the notes would, among other things, eliminate a significant portion of the restrictive covenants in the indenture and eliminate certain events of default. Adoption of the proposed amendments to the indenture requires the consent of the holders of at least a majority of the aggregate outstanding principal amount of the notes. Holders who tender their notes will be required to consent to the proposed amendments and holders may not deliver consents to the proposed amendments without tendering their notes in the tender offer. The proposed amendments to the indenture will not become operative, however, until a majority in aggregate outstanding principal amount of the notes whose holders have delivered consents to the proposed amendments have been accepted for payment.

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