Church & Dwight To Acquire Orange Glo International

Church & Dwight Co., Inc. has agreed to acquire Orange Glo International, Greenwood Village, CO. for $325 million in cash. The transaction, which is subject to regulatory and other customary approvals, is expected to close during the third quarter of 2006.

Orange Glo International’s sales in the fiscal year ended January 1, 2006 were nearly $200 million; two-thirds of those sales were from OxiClean, the premium-priced brand leader in the fast-growing laundry pre-wash additive category, with remaining sales from Kaboom bathroom cleaner and Orange Glo household cleaner products.

Church & Dwight’s 2005 sales of $1.7 billion included laundry and household cleaning products of $450 million. The Company’s Arm & Hammer and Xtra brands make it the number three participant in the $6 billion (at retail) laundry detergent market.

The Company noted that OxiClean is the No. 2 two brand in the $1.0 billion (at retail) laundry additives market, as well as being the leader in the pre-wash segment of that market. “OxiClean is a great complement to our Arm & Hammer and Xtra brands and provides access to one of the fastest growing parts of the laundry category–additives,” said James R. Craigie, Church & Dwight president and chief executive officer, said. “OxiClean also brings to our company a franchise that has developed great consumer loyalty. This transaction is consistent with our growth strategy of strengthening our businesses by adding leading brands in areas of high growth potential,” Mr. Craigie added.

Growth in the pre-wash additives segment has been the result of consumers’ desire for better stain removal and to enhance the cleaning attributes of liquid laundry products, the company said.

The transaction is structured as an asset purchase resulting in a cash benefit from tax depreciation with a net present value of over $60 million.

Orange Glo International reported 2005 operating profit before charges of $17 million. Although Church & Dwight expects to continue managing it as a separate business unit, combining operations is anticipated to result in cost synergies of over $20 million a year by the middle of 2008.

The company will finance the acquisition with a $250 million addition to its bank credit facility combined with available cash.

Orange Glo International’s Chairman, David Appel, said, “Our Company was founded in 1987 on the premise that Orange Glo’s products should delight consumers with innovative new ways to clean and be powerful without compromising the health of the home or the environment. It was important to us that this legacy continues with a company that shares our beliefs. We are happy to become part of Church & Dwight, which has a 160-year history of marketing one of America’s most trusted brands, Arm & Hammer.”

The acquisition is expected to have a slightly negative effect on 2006 earnings per share due primarily to integration costs. “We expect it to be moderately accretive in 2007 and contribute strongly to earnings in 2008. We are also still comfortable with our previously announced objective of achieving $1.93 in earnings per share for 2006, excluding any effect from the acquisition,” Mr. Craigie concluded.