The Carlyle Group and Meggitt to Acquire Dunlop Standard Aerospace Group for $1.4 Billion

Washington, D.C. - July 5, 2004 - Global private equity firm The Carlyle Group today announced that, in partnership with Meggitt PLC, it has signed a definitive agreement to acquire Dunlop Standard Aerospace Group. The transaction is valued at approximately $1.4 billion and is expected to close in August.

Upon closing of the transaction, Carlyle will acquire the Standard Aero division of Dunlop Standard Aerospace while Meggitt will retain the Dunlop Aerospace Design and Manufacturing division. Carlyle’s purchase of Standard Aero is valued at approximately $670 million.

Standard Aero is a leading provider of turbine engine maintenance, repair and overhaul for aircraft engines and industrial gas turbines. Standard Aero is focused on the regional, business jet, military, helicopter and general aviation markets. Over the past six years, Standard Aero has grown its revenue by over 90% by adding new programs, focusing on customer needs for advanced component repairs and driving turn time, cost and quality improvements in operations through cellular redesigns. Standard Aero has four major facilities located across North America and Europe and 2,600 employees.

Carlyle intends to continue the operations of Standard Aero as presently conducted and David W. Shaw, CEO of Dunlop Standard Aerospace, will continue as CEO of Standard Aero. Peter J. Clare, Managing Director of The Carlyle Group, said, “Standard Aero represents everything we look for in our investments: industry leading technological capabilities, superior reputation with its customers and led by an outstanding management team. David Shaw and his team have built the company into a great business and we look forward to working with them to continue Standard Aero’s growth. By focusing their business in the most attractive segments of the MRO market and consistently driving improvements in their operations, they have positioned their business for many years of continued success.”

David W. Shaw, CEO of Dunlop Standard Aerospace, commented, “We look forward to working with The Carlyle Group to pursue our long range growth plans for Standard Aero. We are excited to build on Carlyle’s considerable presence and expertise in a wide range of global aerospace markets. With Carlyle’s support, our focus will remain firmly on our customer’s needs as we expand our product range, grow our market presence and continuously improve our service performance.”

# # #