Announces Formation of Ashcroft Holdings, Inc.

New York, NY (September 6, 2005) -- KPS Special Situations Fund II (“KPS”) announced today that it has signed an agreement to buy substantially all of the assets of the Dresser Instruments Division of Dresser, Inc. KPS will acquire the assets through a newly formed company, Ashcroft Holdings, Inc.

KPS and Dresser expect the transaction to close early in the fourth quarter of 2005. The closing of the transaction is subject to the satisfaction of certain customary closing conditions, including the receipt of required consents.

About Dresser’s Instruments Division

Dresser’s Instruments division (www.dresserinstruments.com) manufactures a variety of pressure gauges, transducers, transmitters, pressure and temperature switches and other devices used in a wide variety of applications and industries. Its products include the Ashcroft®, Ebro®, Heise®, Weksler® and Willy™ brands. Dresser’s Instruments business employs approximately 1,060 worldwide, including 450 in Stratford, Conn., where it has its worldwide headquarters and a manufacturing facility. It also has operations in Brazil, Germany, Canada, Mexico and Singapore and joint ventures in Saudi Arabia and Venezuela.