Permira Selling Aearo for $1.2 Billion

Permira has agreed to sell Aearo Technologies Inc., an Indianapolis-based manufacturer of personal protective equipment and energy-absorbing products, to 3M for $1.2 billion. Aearo earlier this year agreed to a leveraged recap that included a senior secured first-lien facility and a senior secured second-lien facility worth a combined $735 million. Lenders included Bank of America, Bear, Stearns & Co. and Deutsche Bank.

3M and Aearo Technologies Inc. announced today that they have entered into a definitive agreement for 3M's acquisition of Aearo for a total purchase price of $1.2 billion, to be financed through a combination of cash and other borrowings. Aearo is a global leader in the personal protection industry and manufactures and markets personal protection and energy absorbing products. Aearo is owned by funds advised by Permira, a leading global private equity firm, and company management.

Aearo will significantly expand 3M's occupational health and environmental safety platform by adding hearing protection as well as eyewear and fall protection product lines to 3M's existing full-line of respiratory products. It provides a broad platform for accelerated growth. This acquisition enables 3M to provide industrial, military and construction customers as well as consumers with a more complete personal protection solution.

“Aearo complements and significantly broadens our core safety and personal protection business, a space which is growing fast and of strategic importance to the company,” said George W. Buckley, 3M chairman, president and CEO. “The combination of 3M's technology, our global reach and well-known safety brand with Aearo's strong product portfolio and brands positions 3M as the global leader in personal protective equipment products. Our powerful international distribution network will enable us to enhance and leverage this asset going forward.”

Aearo has achieved the leading global market positions in hearing and eye protection through the strength of its brand names such as E-A-R, Peltor, AOSafety and SafeWaze, and its reputation for developing high-quality, innovative products and strong market competitiveness. The company has demonstrated a strong track record of consistent market beating growth and profitability, with sales increasing at a compound annual growth rate of more than 12 percent over the past five years to $508 million.

The complete Aearo product line includes passive hearing, communication headsets, eye protection, head and face protection and fall protection. The company also markets systems solutions and proprietary energy absorbing materials, which are incorporated into other manufacturers' products to control noise, vibration, shock and temperature.

3M is a recognized leader in personal protective equipment, providing customers with innovative technologies and solutions that help increase personal safety and productivity in markets such as first responder, industrial manufacturing, automotive, shipbuilding, military, home improvement contractors and consumer.

“Aearo's knowledgeable and experienced employees, along with its market-leading products and brands, will broaden our presence in the large and growing safety market and enable us to increase sales of 3M products,” said Julie L. Bushman, vice president and general manager, 3M Occupational Health & Environmental Safety Division. “Aearo will benefit from our well established global infrastructure and our network of professionals within the safety industry.”

“We believe 3M's solid R&D technology platform and global distribution capabilities will take Aearo's successful brand to the next level and grow this business to its full potential,” said Michael McLain, president and CEO, Aearo Technologies Inc. “Our two companies share a similar culture of innovation and operational excellence, and the Aearo team is excited about working with 3M colleagues around the world.” Aearo employs approximately 1700 people worldwide.

The acquisition does not change the company's 2007 earnings per share guidance as the transaction is not expected to close until the first quarter of 2008, subject to regulatory approvals and customary closing conditions. 3M's financial advisor for the transaction was Lehman Brothers.

Buckley; Jean Lobey, executive vice president, Safety, Security and Protection Services; and Patrick D. Campbell, senior vice president and chief financial officer will conduct an investor teleconference at 9:00 a.m. Eastern Time (8:00 a.m. Central) today. Investors can access a Web cast of this conference, along with related charts, at