Goldsmith Agio Helms Announces the Sale of
Maxweld & Braze and Unique Welding
to Destiny Corporation 

MINNEAPOLIS, MN – June 28, 2007:
Thermadyne Holdings Corporation, the U.S. based multinational welding and cutting equipment manufacturer, has sold its Maxweld & Braze Pty, Ltd. and Unique Welding Alloys businesses to Destiny Corporation.  The two South African based businesses supply welding equipment, welding consumables, safety-ware and other related products to distributors, resellers and large industrial and construction companies in South Africa and the rest of the African continent.  Goldsmith Agio Helms in cooperation with its South African partner-bank, Rand Merchant Bank, acted as exclusive financial advisor to Thermadyne on the sale of the businesses.

TRANSACTION HIGHLIGHTS
The decision to divest Maxweld & Braze and Unique Welding was driven by Thermadyne’s ongoing efforts to explore strategic alternatives for selected non-core assets, which included certain businesses in South Africa, Italy, and Chile.  Thermadyne retained Goldsmith Agio Helms as its exclusive financial advisor to assist in evaluating alternatives for these non-core operating assets. 

Goldsmith Agio Helms, in conjunction with its propriety international investment banking partnership, Agio International, partnered with advisors located in South Africa, Italy, and Chile. Goldsmith Agio Helms served as interface between Thermadyne and the non-U.S. partner banks, and provided process oversight and transaction support.  Each partner bank was responsible for management of daily tasks and execution.

Terry Downes, Thermadyne’s Executive Vice President of Global Corporate Development, expressed his satisfaction with the transactions, saying, “The sale of these subsidiaries was an excellent result for Thermadyne and will allow the Company to move forward and operate with even greater efficiency.” Steve Beck, managing director with Goldsmith Agio Helms stated, “The entire process with Thermadyne and our international network has demonstrated what great steps we have taken as a leading investment bank to better serve our client’s needs.  We are extremely pleased to have worked with Rand Merchant Bank to help us expand our international reach.”  Ben Axelrod, Vice President with Goldsmith Agio Helms added, “This transaction reflects Thermadyne’s continued strategic focus on deploying its resources against its core assets.  We are very pleased to have played a role in helping Thermadyne achieve its short- and long-term objectives.”  

THE COMPANIES
Maxweld & Braze is a wholesaler, supplying welding equipment, welding consumables, safety-ware and other related products to distributors, resellers and large industrial and construction companies in South Africa and the rest of Africa.  The Business has a well-developed international supplier network and 95% of products are imported, primarily from the Far East, with the majority of these items branded under the Thermadyne name. The Business operates from a single location in Benoni, Johannesburg, and delivers directly to all customers that fall within a 50 kilometer radius, with other deliveries completed by independent freight companies.
 
Unique Welding is a retailer, focusing on the sale of industrial welding gas, welding equipment and related welding products. In addition to the sale of products, Unique Welding also provides customers with technical back-up and maintenance for products and equipment. Unique Welding is very closely linked to Maxweld & Braze, with a large proportion of its stock being sourced from Maxweld & Braze.

THE SELLER
Thermadyne Holdings Corp. (www.thermadyne.com) engages in the design and manufacture of cutting and welding products, including equipment, accessories, and consumables. It offers gas apparatus products, including gas-operated cutting and welding torches, and gas flow and pressure regulation equipment, as well as consumables, including tips, nozzles, and replacement parts for its gas apparatus products. Thermadyne’s products are used by manufacturing, construction, and foundry operations to cut, join, and reinforce steel, aluminum, and other metals. The company’s product applications include shipbuilding, railcar manufacturing, offshore oil and gas rig construction, fabrication, and the repair and maintenance of manufacturing equipment and facilities. Thermadyne sells its products through a network of national and multinational industrial gas and other distributors. Thermadyne Holdings Corporation was incorporated in 1987 and is headquartered in St. Louis, Missouri.

THE BUYER
Destiny Corporation Holdings (www.destinycorporation.co.za) is a South African based, pan-African private investment company specializing in leveraged and management buy-outs. Destiny was incorporated on 1 May 2005, and has built up a multi-million dollar asset base across the industrials, automotive and pharmaceuticals industries. Destiny is currently completing a number of investments across the African continent in the financial services, energy and media sectors.

ABOUT GOLDSMITH AGIO HELMS
Goldsmith Agio Helms (www.agio.com) is one of the nation's leading independent investment banking firms providing sophisticated corporate finance advisory services to middle-market businesses.  The firm's services include mergers and acquisitions, private placements of debt and equity, distressed advisory and restructuring, and financial advisory and opinion services.  The firm operates internationally from its offices in Minneapolis, New York, Chicago, Los Angeles, and Shanghai and through Agio International, a proprietary partnership of leading independent investment banks with offices in London, Edinburgh, Madrid, Milan, and Zurich. 

ABOUT RAND MERCHANT BANK
Rand Merchant Bank (www.rmb.co.za) is a full-service investment bank which delivers the whole range of services – from debt-raising, management buyouts and privatization to public-private partnerships, mergers and acquisitions, and the trading of complex financial instruments.

If you would like more information about this transaction, contact Steve Beck (sbeck@agio.com) at 612-339-0500.

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