Church & Dwight to Acquire Orajel and Other OTC Brands for $380 Million

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Tue Apr 1, 2008 8:00am EDT

PRINCETON, N.J.--(Business Wire)--
Church & Dwight Co., Inc. (NYSE:CHD), makers of Arm & Hammer(R)
products, today announced that it has signed a definitive agreement to
acquire the Del Pharmaceuticals, Inc. business for $380 million in
cash from Coty Inc., a leader in global beauty and the world's largest
fragrance company. 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(R) brand, the premium-priced #1 brand in
the fast-growing oral analgesic category, with remaining sales from a
variety of other OTC brands.

   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.

   "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 Chief Executive
Officer. "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," Craigie added.

   "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," Mr. Craigie concluded.

   The Company will hold a conference call primarily for the
investment community, today, Tuesday, April 1, at 10:00 a.m. Eastern
Time, to discuss the Del Pharmaceuticals transaction. To listen in,
dial 866-831-6267, or 617-213-8857, access code 52042689. Also, you
can listen via webcast by visiting the Investor Relations section of
the Company's website at www.churchdwight.com. A replay will be
available two hours after the call. The replay number is 888-286-8010,
or 617-801-6888, access code 71847679. In addition, the replay can be
heard on the Company's website.

   Church & Dwight Co., Inc. manufactures and markets a wide range of
personal care, household and specialty products under the Arm & Hammer
brand name and other well-known trademarks.

   Coty Inc. is the world's largest fragrance company and a
recognized leader in global beauty with annual net sales of $3.5
billion(1) to consumers in 91 markets worldwide.

   (1) Includes Del Laboratories, Inc., which Coty acquired on
December 31, 2007.

   This release contains forward-looking statements relating, among
others, to the timing of completion of the proposed acquisition of the
Del Pharmaceuticals business, sales growth, the effect of the proposed
acquisition on earnings per share, gross margin impact, free cash
flow, anticipated synergies, timing and completion of integration of
the acquired brands into the Company and anticipated cash benefits
from tax depreciation. These statements represent the intentions,
plans, expectations and beliefs of Church & Dwight, and are subject to
risks, uncertainties and other factors, many of which are outside the
Company's control and could cause actual results to differ materially
from such forward-looking statements, including but not limited to the
risks associated with the successful consummation of the acquisition
contemplated hereby. The uncertainties include assumptions as to
market growth and consumer demand (including the effect of political
and economic events on consumer demand), raw material and energy
prices, the financial condition of major customers, and marketing
spending. Other factors, which could materially affect the results,
include the outcome of contingencies, including litigation, pending
regulatory proceedings and environmental remediation. For a
description of additional cautionary statements, see Church & Dwight's
quarterly and annual reports filed with the SEC.

Church & Dwight Co., Inc.
Matthew T. Farrell, 609-683-5900
Chief Financial Officer
or
Coty Inc. (Fleishman-Hillard)
Susie Schoenberger, 202-828-8874
Susie.schoenberger@fleishman.com

Copyright Business Wire 2008
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