Combination to Expand Focus in Aerospace Market

Woodward Governor Company (WGOV) today announced Woodward and MPC Products Corporation have entered into a definitive stock purchase agreement under which Woodward would acquire MPC in a transaction valued at approximately $383 million. MPC, a privately-held company headquartered in Skokie, Ill., operated under the leadership of Joseph Roberti and Vincent Roberti for more than 45 years. MPC is an industry leader in the manufacture of high-performance electromechanical motion control systems primarily for aerospace applications. MPC's net sales were $195 million for its fiscal year ended December 31, 2007. The company would become a wholly-owned subsidiary of Woodward. The addition of MPC is expected to be accretive to Woodward's results in fiscal 2009.

MPC's main product lines include high performance electric motors and sensors, analog and digital control electronics, rotary and linear actuation systems, and flight deck and fly-by-wire systems. MPC's products are used in both commercial and military aerospace programs. Companies such as Boeing, Bombardier, Raytheon, and Lockheed Martin rely on MPC's products to provide solutions for their critical flight-control applications, radar, electro-optical drives, and other control systems requirements. To allow for a focus on airframe applications, MPC will form the basis of a fourth Woodward business segment, Airframe Systems.

"We anticipate that, together, Woodward and MPC will deliver substantial benefits through an improved focus on aerospace energy control solutions. MPC's actuation, motor, sensor, and electronic capabilities complement our fluid energy and motion control technologies and will improve our systems offerings," said Tom Gendron, Woodward Chairman and CEO. "We believe our global footprint will enhance MPC's business to achieve stronger growth going forward."

"Woodward is a very strong, active company. We feel the combination of MPC and Woodward will give both companies an opportunity for improved growth and expansion, and with Woodward's support, MPC can further improve its leadership role in the industry," said Joan Roberti, member, MPC Board of Directors.

The acquisition is anticipated to be completed in October 2008. Going forward, Woodward believes there are significant opportunities for operating synergies. Woodward will also assume MPC indebtedness and certain other obligations.

Woodward expects to pay approximately $337 million at closing for all outstanding shares and to repay MPC's outstanding debt, which is currently $22 million. Woodward currently has a $225 million credit facility in place, all of which is currently available. Woodward expects to use available cash and some or all of the amounts available under its committed credit facility to pay a portion of the purchase price. Woodward intends to seek additional financing to fund the remaining portion and provide short-term liquidity after the closing and has had discussions with lenders and other financing sources regarding the additional funding needed and believes sufficient liquidity should be available to satisfy these funding requirements. There can be no assurance that any additional financing will be available on commercially acceptable terms or at all. Woodward's obligation to close this transaction is not conditioned upon its ability to secure financing for the transaction.

MPC is subject to an investigation by the U.S. Department of Justice (the "DOJ") regarding certain of its pricing practices prior to 2006 related to government contracts. MPC and the U.S. Attorney for the Northern District of Illinois have reached a settlement in principle and are in the process of finalizing and obtaining approvals within the DOJ. Final disposition will be subject to acceptance and approval by the U.S. District Court. Woodward has not participated in any discussions with the government relating to the investigation. It is anticipated that any settlement of the matter would involve the payment of monetary fines and other amounts by MPC. MPC is also in the process of working with the U.S. Department of Defense to resolve any administrative matters that may arise out of the investigation. There can be no assurance as to the resolution of these matters. The purchase price for MPC reflects the amount agreed to in principle with the U.S. Attorney. Any resulting fines or other sanctions beyond this amount could have a material negative impact on MPC.

About MPC

MPC Products Corporation, headquartered in Skokie, Ill., is an innovative engineering and manufacturing organization dedicated to the design and production of high reliability electromechanical motion control systems primarily for aerospace applications. As an industry leader, MPC is dedicated to offering its customers applied research, design engineering, precision parts manufacturing, and product support.

About Woodward

Woodward is an independent designer, manufacturer, and service provider of energy control and optimization solutions for engines, aircraft and industrial turbines, and electrical power system equipment. The company's innovative fluid energy, combustion control, electrical energy, and motion control systems help customers offer cleaner, more reliable and cost-effective equipment. Woodward is headquartered in Fort Collins, Colo., USA and serves global markets in aerospace, power and process industries, and transportation. Visit www.woodward.com for more information.