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Texas Pacific Group to Acquire Celerity

MILPITAS, CA, November 18, 2004 - Celerity Group, Inc. announced today that Texas Pacific Group ('TPG') has agreed to acquire Celerity under an asset purchase agreement. Terms were not disclosed. The transaction includes the equity investment by TPG, certain assumed debt, and the co-investment and rollover of existing equity held by current investors, including Ares Management, Gryphon Investors, and Tennenbaum Capital Partners, who will also be providing the debt financing for the transaction. The transaction remains subject to regulatory approval and is expected to close before the end of the year.

"This transaction will have a positive effect on Celerity's business as it provides a strong balance sheet to enable Celerity to be a better partner for our customers and suppliers," stated David J. Shimmon, Chairman and CEO of Celerity. "With the support and semiconductor industry experience of TPG, and its backing of our offering and strategies, Celerity will continue to innovate and provide higher performance gas and chemical delivery module solutions for our customers." Mr. Shimmon also stated that the Celerity management team would remain in place following the transaction.

"Celerity is the market and technology leader and has built outstanding relationships with its customers," said John Marren, Senior Partner at TPG. "We are excited to bring our resources to bear to help an independent Celerity continue to execute in the marketplace."

Celerity has more than 1,300 employees and manufacturing facilities in Redwood City and Yorba Linda California; Portland, Oregon; Tempe, Arizona; Austin, Texas; Stoneridge, New York; Dublin, Ireland; and Sugnam City, Korea. Revenues for the current year are approximately $330 million.

Upon the transaction closing, Celerity intends to withdraw its current S-1 registration statement with the Securities and Exchange Commission.

About Celerity

Celerity is a leader in the design and production of high-performance gas and chemical delivery process modules that are integral to the equipment used in manufacturing semiconductors, flat panel displays, and related products. For additional information, please visit www.celerity.net.

About Texas Pacific Group

Texas Pacific Group, founded in 1993 and based in San Francisco, London and Fort Worth, Texas, is a private investment partnership managing over $13 billion in assets. TPG has extensive experience with public and private investments executed through leveraged buyouts, recapitalizations, spinouts, joint ventures, and restructurings. TPG seeks to invest in world-class franchises across a range of industries, including significant investments in technology, retail, consumer products, airlines and healthcare. TPG is a leading global private equity investor in the technology sector with investments in Business Objects (BOBJ), Conexant (CNXT), MEMC Electronic Materials (WFR), On Semiconductor (ONNN), Paradyne Networks (PDYN), Seagate Technology (STX), Isola, Network General, and Smart Modular. Significant investments outside of technology include Continental Airlines (CAL), Del Monte Foods (DLM), Petco (PETC), Punch Taverns (PUB), Ducati Motorcycles (DMH), J. Crew Group, Burger King and Gate Gourmet.

The matters discussed in this new release regarding the expected terms and timing of the closing of the transaction and the expectation that the Company's capital structure and liquidity will be strengthened following the closing of the transaction, are forward-looking statements. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statements. Potential risks and uncertainties include the ability to satisfy the closing conditions set forth in the purchase agreement between Celerity Group, Inc. and TPG, negotiation and documentation of the recapitalization, approval of the transaction by the Company's lenders and Board of Directors, and receipt of any required regulatory approvals, and other risks described in the Company's filing with the Securities and Exchange Commission. These forward-looking statements represent the Company's judgment as of the date of this release and the Company however disclaims any intent or obligation to update these forward-looking statements.

Texas Pacific Group contact:
Owen Blicksilver
Owen Blicksilver Public Relations, Inc.
516-742-5950

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