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1 October 2007
Meggitt-USA, Inc. completes acquisition of K & F Industries

K&F Industries Holdings, Inc. ("K&F") (NYSE: KFI) today announced that Meggitt-USA, Inc. ("Meggitt"), a wholly-owned United States subsidiary of Meggitt PLC, has completed the acquisition of K&F for a total purchase price of approximately $1.8 billion, inclusive of retained or retired debt.

"Our merger with Meggitt is a great opportunity for our stockholders, our employees and the future of K&F," said Kenneth M. Schwartz, president and CEO of K&F. "Our management team and employees have, through exemplary execution, consistently enhanced value for our stockholders. As a wholly-owned subsidiary of Meggitt, K&F is now a critical component of an exceptionally strong global competitor in the aerospace and defense industry, and we look forward to making a significant contribution to the growth of the combined organization. On behalf of K&F's management and Board of Directors, I want to thank our stockholders and hard-working employees for their support throughout this process."

Under the terms of the agreement, K&F stockholders will receive $27.00 per share in cash. Letters of transmittal allowing K&F stockholders of record to deliver their shares to the paying agent in exchange for payment of the merger consideration will be distributed shortly after the closing. Stockholders who hold shares through a bank or broker will not have to take any action to have their shares converted into cash as such conversions will be handled by the bank or broker.

With the closing of the transaction, trading in K&F common stock will be halted at the close of business today.

Goldman, Sachs & Co. acted as financial advisor to K&F and Gibson, Dunn & Crutcher LLP acted as legal advisor to K&F. NM Rothschild & Sons acted as financial advisor to Meggitt, Merrill Lynch International acted as broker and Kaye Scholer LLP and Clifford Chance LLP acted as legal advisors.

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