Energizer to acquire Playtex in $1.9 billion transaction

Leading consumer products companies Energizer Holdings Inc. and Playtex Products Inc. announced the signing of a definitive agreement by which Energizer will acquire Playtex for $18.30 per share in cash plus the assumption of Playtex debt. Total enterprise value of the transaction is approximately $1.9 billion. The all-cash offer per share represents a 26 percent premium over Playtex's closing stock price on July 10 and its average stock price for the past 90 trading days. The transaction was approved unanimously by the boards of directors of both companies. Energizer will finance this acquisition through cash and existing and new committed credit facilities.

Playtex is a leading manufacturer and marketer in the skin, feminine and infant care industries, with a diversified portfolio of well-recognized branded consumer products. Energizer is one of the world's largest manufacturers of primary batteries and flashlights and a global leader in the dynamic business of providing portable power. Energizer is also the parent company of Schick-Wilkinson Sword, the second-largest manufacturer of wet shave products in the world.

"We believe this is a great development for Playtex shareholders and employees," stated Neil DeFeo, chairman and chief executive officer of Playtex. "It represents a significant premium over our current trading price, and an opportunity for our shareholders to capture the value that has been created at Playtex over the last several years. For our employees, it means becoming a part of a much larger consumer products business with the scale and resources to thrive in an increasingly competitive environment."

Ward M. Klein, CEO of Energizer, added: "We are very excited about bringing the world-class businesses and people of Playtex into the Energizer family. Playtex has strong consumer brands, most of which have No. 1 or No. 2 market positions, in stable or growing personal care categories. Its products enjoy healthy margins with strong, predictable cash flows, similar to our existing stable of consumer and personal care products. We see Playtex as an exceptionally great fit with Energizer, with similar customers and distribution channels in the U.S. and Canada, and the opportunity for geographic expansion in many other areas of the world where we currently do business. We also believe there are significant integration and cost reduction opportunities for the combined businesses. Energizer will emerge with a more diversified portfolio of products, and greater scale in the personal care category, which will now be more evenly balanced with our household goods business. It will also provide a platform for possible additional value-adding acquisitions."

Energizer anticipates that the acquisition will be accretive to fiscal 2008 results. However, due to purchase accounting requirements, primarily related to inventory valuation, the acquisition will be dilutive to earnings for the first turn of acquired inventory, which will result in a reduction in Energizer's reported results in the first quarter following the closing of the transaction with some potential to also negatively impact the second quarter.

Playtex's sales for its most recently reported 12 months through March 2007 totaled $641 million, and earnings before interest, taxes, depreciation and amortization were $126 million. Actual GAAP earnings for that period were $34 million. These numbers do not include Playtex's recent acquisition of Hawaiian Tropic, which had 2006 sales of approximately $112 million. More than 93 percent of the company's sales, including Hawaiian Tropic are in North America.

Playtex is celebrating 75 years of innovation and has product offerings in three categories: Skin Care, Feminine Care and Infant Care.

The Skin Care segment includes Banana Boat, the No. 2-selling sun care brand, Hawaiian Tropic, the No. 4-selling sun care brand, and No. 1-selling Wet Ones and Playtex gloves. Playtex acquired Hawaiian Tropic in the spring of 2007. Prior to the acquisition and for the last 12 months ending March 2007, Skin Care represented approximately 37 percent of net sales.

Feminine Care products accounted for 35 percent of net sales and include Playtex plastic tampons – Gentle Glide and Sport, the No. 2-selling tampon brand in the United States and Playtex Personal Cleansing Cloths.

Infant Care accounted for 28 percent of net sales and includes many No. 1- and No. 2-selling brands in various infant and toddler care categories such as Playtex bottles, cups and pacifiers, and the Diaper Genie diaper disposal system.

Energizer's sales for its most recently reported 12 months totaled $3.255 billion, and earnings before interest, taxes, depreciation and amortization were $607 million. Actual GAAP earnings for that period were $279 million.