Church & Dwight to Invest in Company Formed to Acquire Del Laboratories; 20% Interest to Cost $30 Million.PRINCETON, NJ -- Church & Dwight Co., Inc. (NYSE NYSE See: New York Stock Exchange :CHD CHD coronary heart disease. ChD abbr. Latin Chirurgiae Doctor (Doctor of Surgery) CHD, n.pr See disease, coronary heart. CHD canine hip dysplasia. ) today announced that it has agreed to invest $30 million in a company formed by Kelso & Company, a private equity group, to acquire Del Laboratories, Inc. (AMEX AMEX See: American Stock Exchange :DLI DLI Department of Land Information (Western Australia) DLI Donor Lymphocyte Infusion DLI Defense Language Institute DLI Durham Light Infantry (Regiment of the British Army) ), Uniondale, N.Y. Church & Dwight's investment will be substantially in the form of convertible preferred stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". , and will represent about 20% of the equity financing Equity Financing The act of raising money for company activities by selling common or preferred stock to individual or institutional investors. In return for the money paid, shareholders receive ownership interests in the corporation. . Kelso & Company, New York, will provide the remaining equity, with the participation of Del's existing management team. Del, which reported 2003 sales of $386 million, operates in two business segments, cosmetics and over-the-counter pharmaceuticals. Del's major cosmetics brands include Sally Hansen(R), the leading nail care brand, LaCross(R) nail and beauty implements, and N.Y.C. New York Color(R) cosmetics. The company's major over-the-counter brand is Orajel(R), a line of oral care products with 2003 sales of approximately $50 million, which includes the leading adult toothache Toothache Definition A toothache is any pain or soreness within or around a tooth, indicating inflammation and possible infection. Description A toothache may feel like a sharp pain or a dull ache. and baby teething teething /teeth·ing/ (teth´ing) the entire process resulting in eruption of the teeth. teeth·ing n. The eruption or cutting of the teeth. products, a toddler's toothpaste and a range of cold sore and canker canker, small sore on the inside of the mouth. A canker appears as a shallow, whitish ulcer surrounded by a thin, red area. It is tender, sometimes painful, and may occur singly or as one of a group of sores. treatments. As part of this transaction, Church & Dwight will have certain rights with respect to the Orajel brand, including an option to acquire the business after three years. In the event that Church & Dwight does not exercise this option, the company will have the right, subject to certain conditions, to convert its preferred stock into a 20% interest in the common stock of the new Del company. Oral care is a core business for Church & Dwight which markets toothpaste, toothbrushes and oral care gum under the Arm & Hammer(R), Mentadent(R), Close-Up(R), Aim(R) and Pepsodent(R) brand names. Robert A. Davies, III, Chairman, said, "Church & Dwight's main interest is in the Orajel brand. This move gives us a stake in a business that complements our current oral care product line and would, if we exercise our purchase option, add another powerful brand to the Church & Dwight portfolio." The company expects the transaction to close in this year's fourth quarter subject to regulatory, financing and other customary conditions. The transaction is not expected to have a material effect on earnings either in 2004 or 2005 calendar years. 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. This release contains forward-looking statements relating to, among others, the likelihood that the transaction will close and its anticipated effect on earnings in 2004 and 2005. 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. 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, competitive and consumer reactions to the company's products and the products to be acquired from Del, regulatory matters and other factors described in Church & Dwight's quarterly and annual reports filed with the SEC. |
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