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* First-round bids due Nov. 5-sources

* TPG, Onex, KKR, Blackstone, Bain among those

interested-sources

* Gardner Denver shares close up 20.5 percent

By Greg Roumeliotis and Soyoung Kim

NEW YORK, Oct 25 (Reuters) – Industrial machinery maker

Gardner Denver Inc is exploring a sale and has drawn

initial interest from several major private equity firms,

according to people familiar with the matter, in a deal that

would top $3.5 billion.

Gardner Denver’s bankers at Goldman Sachs Group Inc

have started to reach out to potential buyers in recent weeks

and have asked for first-round bids by Nov. 5, the people said

on Thursday. The company may still decide not to sell after it

completes the process, they added.

TPG Capital LP, Onex Corp, KKR & Co LP,

Blackstone Group LP and Bain Capital LLC are among the

buyout firms considering offers, the people said. TPG and Onex

are expected to bid jointly, two of the people added.

Gardner Denver, Goldman Sachs, Bain, TPG, Onex and KKR did

not immediately respond to requests for comment. Blackstone

declined to comment.

Shares of Gardner Denver surged to a six-month high on

Thursday and closed up 20.5 percent at $66, representing a

market value of about $3.2 billion. The company had long-term

debt of some $400 million as of the end of June.

The move to solicit offers follows months of pressure from

activist investor ValueAct Capital LLC, which has been calling

for a sale of the company after acquiring a roughly 5 percent

stake. ValueAct did not respond to a request for comment.

Gardner Denver, which makes compressors, pumps and vacuum

products for industrial uses, hired Goldman Sachs initially as a

defense adviser after ValueAct in July urged the company’s board

to pursue a sale.

The move followed the sudden resignation of Chief Executive

Barry Pennypacker earlier that month and his interim replacement

by Chief Financial Officer Michael Larsen.

“We believe that buyers are unlikely to pay nine times

enterprise value to earnings before interest, tax depreciation

and amortization (EBITDA) or more, with looming EBITDA declines

in 2013, and at eight times to nine times our new estimate

implies a $61-$69 stock,” BB&T; Capital Markets analysts wrote in

a note last week.

“In our view, this is not likely enough to excite a board

that saw the stock exceed $90 in summer 2011 and believes the

company can unlock considerable value in the out years through

restructuring and other initiatives,” they added.

Gardner Denver has suffered as a result of its exposure,

through its pumps business, to oil and gas prices.

Lower demand for petroleum and industrial pumps pressured

the company’s engineered products division, which reported a 36

percent drop in orders in the second quarter. The division

accounts for 54 percent of Gardner Denver’s total revenue.

In August it said it would shut some of its European

manufacturing facilities and cut jobs as part of a restructuring

plan aimed at cutting costs and expanding margins.

(Reporting by Greg Roumeliotis and Soyoung Kim in New York;

Editing by Leslie Adler)