United Industries and Nu-Gro Sign Definitive Agreement to Create Leader In North American Lawn Care and Insect Control Markets
March 02 2004 - 8:30AM
PR Newswire (US)
United Industries and Nu-Gro Sign Definitive Agreement to Create
Leader In North American Lawn Care and Insect Control Markets ST.
LOUIS, March 2 /PRNewswire/ -- United Industries Corporation, which
goes to market as Spectrum Brands, today announcedthat it has
entered into a definitive agreement to acquire The Nu-Gro
Corporation (Toronto Stock Exchange - symbol: NU). The all-cash
offer, which is subject to Nu-Gro shareholder approval and
regulatory review, is for approximately $143.8 million (CAN$192
million), or CAN$11.00 per share. Nu-Gro also plans to declare a
special dividend of CAN$0.12 per share to be paid prior to close.
The combined companies will have sales of approximately $750
million with nearly 1,800 employees in the U.S. and Canada. The
acquisition will be immediately accretive to United's earnings. The
transaction will combine two leading providers of consumer lawn
care and garden products and insect control products in North
America. United Industries is the leading manufacturer and marketer
of value-oriented products for the consumer lawn and garden care
and insect control segments in the U.S. Nu-Gro is Canada's leading
manufacturer and seller of packaged consumer and commercial lawn
and garden products. Through itssubsidiaries in Canada and the
U.S., Nu-Gro produces and distributes controlled release nitrogen
raw material to the fertilizer industry worldwide. United
Industries has also entered into an agreement with Oakwest
Corporation Limited and certain otherrelated shareholders who hold
in the aggregate more than 26% of Nu-Gro's issued and outstanding
common shares. Under the terms of this agreement, those
shareholders have agreed to support and vote in favor of this
transaction. Bob Caulk, Spectrum Brands' Chairman and CEO, said,
"Nu-Gro is a great company, with exceptionally strong management
and leading product positions that complement our own. This
transaction broadens our geographic reach dramatically across North
America while providing access to the professional lawn and garden
care segment in the region. At the same time, the transaction
provides access to the global market for controlled release
nitrogen raw materials and products, along with Nu-Gro's superior
product technology for use in our U.S.-based consumer fertilizer
business." John Hill, President and CEO of Nu-Gro, added, "We chose
Spectrum as a partner because it provides a broad geographic
marketing platform with remarkably little overlap in products,
facilities or distribution channels. Spectrum chose us as a partner
because of our strengths in our Canadian domestic market and our
leadership position in global controlled release nitrogen products.
It's a great match." Charles Brizius, Managing Director of Thomas
H. Lee Partners, United Industries' largest investor, said, "Under
the leadership of Bob Caulk and his management team, the company
has achieved strong revenue growth through increased penetration of
the consumer marketplace and a value-oriented marketing strategy
grounded in strong brands. In addition to organic growth, the
company has successfully integrated three acquisitions over the
last 30 months, making Spectrum Brands one of the top two consumer
products companies in the growing area of consumer lawn and garden
products. Nu-Gro, its products and its management team will be a
valued addition to the company's growth strategy in the future." In
connection with this transaction, the company said that it plans to
refinance its existing senior credit facility. The facility is
being arranged by Bank of America and Citigroup, which also acted
as the company's M&A advisor on the transaction. The company
noted that the new senior credit facility will provide increased
financial flexibility with more favorable interest rates. About
United Industries Corporation United Industries Corporation, which
goes to market as Spectrum Brands (http://www.spectrumbrands.com/),
is the leading manufacturer and marketer of value-oriented products
for the consumer lawn and garden care and insect control segments
in the U.S. The company's household brands include Hot Shot(R),
Cutter(R) and Repel(R). The company's lawn and garden brands
include Spectracide(R), Spectracide Triazicide(R), Spectracide
Terminate(R), Garden Safe(R), Real-Kill(R) and No-Pest(R) in the
controls category as well as Sta-Green(R), Vigoro(R), Schultz(TM),
Peters(R), Bandini(R) and Best(R) brands in the lawn and garden
fertilizer and organic growing media categories. Founded in 1969,
the company is headquartered in St. Louis, Missouri. (Bloomberg
Symbol: 14496Z) About The Nu-Gro Corporation The Nu-Gro Corporation
(http://www.nu-gro.com/), based in Brantford, Ontario, is Canada's
leading manufacturer and seller of packaged consumer and commercial
lawn and garden products. Nu-Gro's brand names include CIL(R),
Wilson(R), Vigoro(R), Pickseed(R), So-Green(R), Plant-Prod(R),
Greenleaf(R) and Green Earth(R). Through its subsidiaries in Canada
and the U.S., the company produces and distributes controlled
release nitrogen raw material to the fertilizer industry worldwide.
Certain statements in this press release regarding our business,
with the exception of historical facts, may be "forward-looking
statements" within the meaning of Section 27A of the Securities Act
of 1933 and Section 21G of the Securities Exchange Act of 1934, as
amended, which involve risks and uncertainties, many of which are
beyond our control. When, and if, used herein, the words "will,"
"should," "believe," "plan," "may," "strategies," "goals,"
"anticipate," "indicate," "intend," "determine," "estimate,"
"expect," "project," and similar expressions are intended to
identify forward- looking statements, although not all
forward-looking statements contain such identifying words. All
forward-looking statements apply only as of the date they are
disclosed and are based on the respective Company's expectations at
that time. Actual results could differ materially from these
statements as a result of weather conditions, our retailer line
item reviews, the loss of customers or product listings, changes in
external competitive market factors, unanticipated changes in the
financial performance of us, our customers, our industry or the
economy in general, public perception regarding the safety of our
products, as well as various other factors described in our filings
with the U.S. Securities and Exchange Commission. We do not
undertake any obligation to update or revise publicly any
forward-looking statements madeby us or on our behalf, whether as a
result of new information, future events or otherwise. Although we
believe that our plans, intentions and expectations reflected in or
suggested by any forward-looking statements we make herein are
reasonable, we can give no assurance that such plans, intentions or
expectations will be achieved. DATASOURCE: United Industries
Corporation CONTACT: Jenna Focarino of Miller DeMartine Group,
+1-203-221-2790, , for United Industries Corporation Web site:
http://www.nu-gro.com/ http://www.spectrumbrands.com/
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