NuCO2 Inc. has announced that it has signed a definitive merger agreement to be acquired by an affiliate of the Aurora Capital Group, in a transaction with a total enterprise value of approximately $487 million and with the intention of progressing smoothly onwards with the company’s growth strategy.

Under the terms of the merger agreement, Aurora will acquire all of the outstanding common stock of NuCO2 for $30.00 per share in cash, while the purchase price represents a premium of approximately 24.6% over NuCO2’s closing share price of $24.08 on 29th January 2008.

The Board of Directors of NuCO2, by unanimous action of the independent directors, approved the merger agreement and recommends to shareholders that they vote in favor of the merger.

Michael E. DeDomenico, Chairman and Chief Executive Officer of NuCO2, commented, “We believe this transaction provides excellent value to our shareholders and represents an exciting opportunity to continue the growth and development of the company in partnership with Aurora Capital Group. Teaming up with Aurora brings to the company a partner who enthusiastically shares our goals of growth, outstanding customer service and operational excellence.”

“Our commitment to these standards of performance, including the dedication and commitment of our associates across the country who consistently deliver outstanding service to our customers, will certainly benefit our company, customers and associates as we further execute our growth and operational strategies with the support and important resources provided by this merger with Aurora,” he added.

John Mapes, Managing Director of Aurora, said, “NuCO2 is an excellent fit with Aurora’s investment criteria. NuCO2 has demonstrated excellent margins, sustained high market share and generates an attractive return on invested capital.”

Completion of the transaction, which is currently expected to occur in the second calendar quarter of 2008, is contingent upon regulatory approval, satisfaction of the conditions of the proposed financing and other customary closing conditions, including the approval of the transaction by NuCO2 shareholders.