Church & Dwight to Acquire Orajel

Church & Dwight Co., Inc., makers of Arm & Hammer products, announced that it has signed a definitive agreement to acquire the Del Pharmaceuticals, Inc. business for $380 million in cash from Coty Inc. The transaction, which is subject to regulatory approval and other customary conditions, is expected to close in July 2008.

Del Pharmaceuticals' net sales in the fiscal year ended December 31, 2007 were approximately $100 million. Over three quarters of those sales were from the Orajel brand.

"Orajel is a great addition to our existing portfolio and provides access to a fast-growing segment of the attractive premium oral care category," said James R. Craigie, chairman and CEO, Church & Dwight. "Orajel also brings to our company a powerful franchise that has developed great consumer loyalty. This transaction is consistent with our growth strategy of strengthening our businesses by adding #1 or #2 brands in areas of high growth potential with gross margins that are accretive to the overall company."

Church & Dwight's 2007 net sales of $2.2 billion include a premium oral care business led by the Arm & Hammer toothpaste and SpinBrush brands. Adding the Orajel brand will immediately increase the gross margin for the company and will complement the strategy of building scale in core categories. The brand will be integrated into the Company's existing oral care business.

"It was important for Coty to identify the most suitable purchaser who will provide the best opportunity to grow this portfolio," said Bernd Beetz, CEO of Coty Inc. "While these pharmaceutical brands are highly respected, we remain focused on building and strengthening our core beauty business comprised of fragrance, color cosmetics, skin care and toiletries."

The Orajel brand has been in the market for over 40 years and has strong brand equity in a growing area of premium oral care. The brand is well known for aiding consumers with toothaches and baby teething as well as a growing toddler's toothpaste business, the Company said.

The Del Pharmaceuticals business includes 2007 EBITDA of approximately $28 million. Church & Dwight expects to combine operations which will result in additional cost synergies of over $10 million a year by the end of 2009. The Orajel products are expected to be integrated into existing Church & Dwight manufacturing facilities by the end of 2009.

The transaction is structured as an asset purchase resulting in a cash tax benefit from intangibles amortization with a net present value of $90 million. The company will finance the acquisition with an addition to its bank credit facility combined with available cash and existing lines of credit.

The acquisition is expected to have a neutral impact on 2008 earnings per share due primarily to one-time integration costs and the step-up of inventory. "We expect it to be accretive in 2009 and contribute meaningfully to earnings and free cash flow. We also remain comfortable with our previously announced objective of achieving $2.77 in earnings per share for 2008, including any impact from the acquisition," said Craigie.

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