Donaldson Enters into Agreement to Acquire Minority Stake in Medica, S.p.A.

Donaldson Company, Inc. (NYSE: DCI) (Donaldson or the Company), a leading worldwide provider of innovative filtration products and solutions, today announced it has entered into a definitive agreement allowing the Company to purchase a 49% stake in Medica S.p.A. (Medica). Medica is a leader in hollow fiber membrane filtration technology for medical device applications and water purification. Headquartered in Medolla, Italy, the Company has over 700 employees globally and generated €80 million of revenue in calendar 2023.

Founded in 1985, Medica’s innovative hollow fiber membrane filtration products are used for blood purification in numerous applications including dialysis, continuous renal replacement therapies (CRRT), and therapeutic apheresis. The Company’s products and technologies are also used in the microbiological purification of water, as well as automation solutions for disposable medical device manufacturing.

“Hollow fiber membrane filtration is a fundamental filtration technology and Medica’s proprietary technology and expertise, along with their world-class manufacturing capabilities has enabled delivery of innovative, high-margin products to customers in several markets,” said Tod Carpenter, chairman, president and chief executive officer of Donaldson.

The acquisition is subject, inter alia, to the positive outcome of the voluntary totalitarian tender offer on the ordinary shares of Medica, which MavenDanc S.r.l., an Italian company entirely owned by Donaldson, formally announced to the market on the date hereof by way of publication of the communication required by article 102, paragraph 1, of Legislative Decree n. 58 of 24 February 1998 (as amended from time to time) (the "102 Notice"). Copy of the 102 Notice is available to the public on Medica website at www.medica-spa.com. Upon positive outcome of the tender offer, Donaldson will acquire a 49% stake of Medica with the option to acquire the remaining 51% stake in the future. Completion of the transaction is expected by the third quarter of calendar 2024. Upon closing, the ratable share of Medica’s earnings would be included as a part of the Donaldson Life Sciences segment.

Statements in this release regarding future events and expectations, such as forecasts, plans, trends and projections relating to Donaldson’s business and financial performance, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are identified by words or phrases such as “will likely result,” “are expected to,” “will continue,” “will allow,” “estimate,” “project,” “believe,” “expect,” “anticipate,” “forecast,” “plan” and similar expressions. These forward-looking statements speak only as of the date such statements are made and are subject to risks and uncertainties that could affect Donaldson’s performance and could cause Donaldson’s actual results for future periods to differ materially from any opinions or statements expressed. These factors include, but are not limited to, challenges in global operations; impacts of global economic, industrial and political conditions on product demand; impacts from unexpected events, including natural disasters; effects of unavailable raw materials or material cost inflation; inability to attract and retain qualified personnel; inability to meet customer demand; inability to maintain competitive advantages; threats from disruptive technologies; effects of highly competitive markets with pricing pressure; exposure to customer concentration in certain cyclical industries; inability to manage productivity improvements; inability to achieve commitments to ESG; results of execution of any acquisition, divestiture and other strategic transactions; vulnerabilities associated with information technology systems and security; inability to protect and enforce intellectual property rights; costs associated with governmental laws and regulations; impacts of foreign currency fluctuations; and effects of changes in capital and credit markets. These and other factors are described in Part I, Item 1A, “Risk Factors” of Donaldson’s Annual Report on Form 10-K for the fiscal year ended July 31, 2023. Donaldson undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law. The results presented herein are preliminary, unaudited and subject to revision until Donaldson files its results with the United States Securities and Exchange Commission on Form 10-Q.

About Donaldson Company, Inc.

Founded in 1915, Donaldson (NYSE: DCI) is a global leader in technology-led filtration products and solutions, serving a broad range of industries and advanced markets. Diverse, skilled employees at over 140 locations on six continents partner with customers—from small business owners to R&D organizations and the world’s biggest OEM brands. Donaldson solves complex filtration challenges through three primary segments: Mobile Solutions, Industrial Solutions and Life Sciences. Additional information is available at www.Donaldson.com.

About Medica S.p.A

Medica Group has been operating since 1985 with its headquarters in the biomedical district of Mirandola, Italy. Development of innovative products for blood purification has been the Group’s core business leveraging R&D strength in hollow fiber membrane technology, as well as the design and development of electromedical equipment and related disposables. Today the Group is vertically integrated, has multiple manufacturing locations, and sales in over 60 countries successfully competing in several markets, namely: 1) Medical (dialysis, CRRT, ECCO2, Apheresis, DFPP, CHF, HIPEC, pre-transplant organ perfusion, bioregenerative medicine, gastroenterology, urodynamics, oxygen humidification), 2) Microbiological purification of water, and 3) Industrial automation for the biomedical sector. Additional information is available at www.medica-spa.com.

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