EnerSys Announces Proposed Concurrent Public Offerings of Senior Convertible Notes and Common Stock

NEW YORK, May 19 /PRNewswire-FirstCall/ -- EnerSys (NYSE: ENS) announced today its intention to offer to sell, subject to market and other conditions, approximately $150 million aggregate principal amount of convertible senior notes due 2038 pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission today. EnerSys may sell up to an additional $22.5 million in aggregate principal amount of notes upon exercise of an option that EnerSys expects to grant to the underwriters in connection with the offering.

The notes will be convertible, under certain circumstances, into cash, shares of EnerSys common stock or a combination of cash and shares, at EnerSys' election. It is EnerSys' current intent and policy to settle the principal amount of any conversions in cash, and any additional conversion consideration in cash, shares of EnerSys common stock or a combination of cash and shares.

The coupon, conversion price and other terms of the notes will be determined at the time of pricing the offering.

EnerSys intends to use the net proceeds from this offering to repay a portion of the outstanding indebtedness (currently $351.4 million) under its existing senior secured term loan B.

Goldman, Sachs & Co. and Banc of America Securities LLC are acting as joint book-running managers of the convertible notes offering.

Concurrently with the convertible note offering, certain stockholders of EnerSys intend to offer to sell, subject to market and other conditions, 3.4 million shares of EnerSys' common stock pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission today. The offered shares are being sold by various stockholders of EnerSys, including affiliates of Metalmark Capital LLC and certain other institutional stockholders. EnerSys will not receive any proceeds from the common stock offering. The selling stockholders will grant the underwriters an option to purchase up to 340,000 additional shares.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Forward-Looking Statements

This press release contains forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995, or the Reform Act) which may include, but are not limited to, statements regarding EnerSys' earnings estimates, plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts, including statements identified by words such as "believe," "expect," "intend," "estimate," "anticipate," "will," and similar expressions. All statements addressing operating performance, events, or developments that EnerSys expects or anticipates will occur in the future, including statements relating to sales growth, earnings or earnings per share growth, and market share, as well as statements expressing optimism or pessimism about future operating results, are forward-looking statements within the meaning of the Reform Act. The forward-looking statements are based on management's current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. EnerSys does not undertake any obligation to update or revise these statements to reflect events or circumstances occurring after the date of this press release.

Forward-looking statements involve risks, uncertainties and assumptions. Although EnerSys does not make forward-looking statements unless it believes it has a reasonable basis for doing so, EnerSys cannot guarantee their accuracy. Actual results may differ materially from those expressed in these forward-looking statements due to a number of uncertainties and risks. For a list of such factors, which could affect EnerSys' results, including earnings estimates, see EnerSys' filings with the Securities and Exchange Commission, including "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations," including "Forward-Looking Statements," set forth in the Company's Quarterly Report on Form 10-Q for the third fiscal quarter ended December 30, 2007. No undue reliance should be placed on any forward- looking statements.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offerings to which this communication relates. Before you invest, you should read the prospectus in that registration statement and applicable prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and these offerings. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the common stock offering will arrange to send you the prospectus relating to the common stock offering if you request it by calling Goldman, Sachs & Co., Attn: Prospectus Dept., 85 Broad Street, New York, NY 10004, Fax: 212-902-9316 or email at prospectus-ny@ny.email.gs.com or Banc of America Securities LLC, 100 West 33rd Street, 3rd Floor, New York, NY 10001, Email: dg.prospectus_distribution@bofasecurities.com. The issuer, any underwriter or any dealer participating in the convertible notes offering will arrange to send you the prospectus relating to the convertible notes offering if you request it by calling Goldman, Sachs & Co., Attn: Prospectus Dept., 85 Broad Street, New York, NY 10004, Fax: 212-902-9316 or email at prospectus- ny@ny.email.gs.com or UBS Securities LLC toll-free at 1-888-722-9555 ex. 1088 or Banc of America Securities LLC toll-free at 1-800-294-1322 (or you may e- mail a request to dg.prospectus_distribution@bofasecurities.com).

SOURCE EnerSys

CONTACT:
Richard Zuidema
Executive Vice President, EnerSys
1-800-538-3627