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SCOTTS REACHES AGREEMENT TO ACQUIRE GRACE-SIERRA; TRANSACTION WILL RESULT IN THE WORLD'S LARGEST TURF AND HORTICULTURAL PRODUCTS COMPANY

 MARYSVILLE, Ohio, Oct. 25 /PRNewswire/ -- The Scotts Company (NASDAQ: SCTT) announced today it had reached an agreement to acquire Grace-Sierra Horticultural Products Company, from a subsidiary of W.R. Grace & Co. (NYSE: GRA) and other investors. The transaction is valued at more than $100 million, including the repayment of indebtedness.
 After the merger, Grace-Sierra's businesses and operations would be combined with Scotts' to form the world's largest turf and horticultural products company with fiscal year 1993 combined sales approaching $600 million.
 The transaction is subject to board and regulatory approvals.
 Based in Milpitas, Calif., Grace-Sierra is a leading international manufacturer and marketer of specialty fertilizers and related products for the nursery, golf course, greenhouse and consumer markets. The company's commercial fertilizer products include two premier brands -- OSMOCOTE(R) Controlled Release Fertilizer and PETERS(R) Water Soluble Fertilizer. In addition to its fertilizers, the company also markets premium potting soils and a line of conventional and biorational pesticides to commercial horticultural and turf markets. Grace-Sierra's rapidly growing line of consumer products includes the Peters Water Soluble fertilizers and potting soils, and a recently introduced line of controlled release fertilizer sold under the ONCE(R) trademark. The company has also developed a strong market position in selective high value agricultural markets.
 Grace-Sierra was formed in 1989 by a combination of Sierra Chemical Company and the Horticultural Products business of W.R. Grace & Co. The company has worldwide sales of approximately $115 million. In addition to manufacturing facilities in California, Pennsylvania, Arkansas, and South Carolina, Grace-Sierra has a manufacturing facility in the Netherlands. The company's products are sold throughout the world with leading market positions in the United States, Europe, Australia and New Zealand, as well as several countries in Latin America and the Far East.
 "Grace Sierra represents an excellent strategic fit for Scotts. It is a very broad based dynamic company with skilled and dedicated employees, attractive market positions in the U.S., and a substantial international presence," said Tadd C. Seitz, chairman and chief executive officer of Scotts. "Not only do we see several new marketing and technology opportunities resulting from the acquisition, we also believe Grace-Sierra's international infrastructure would provide a solid foundation to expand Scott's worldwide sales growth."
 Mr. Seitz indicated that the acquisition would add significantly to future sales growth and earnings potential through marketing synergies and cost reductions to be achieved by the combination. The transaction is expected to be financed through a combination of long-term subordinated debt and bank borrowings.
 With over $400 million in sales in fiscal 1992, Scotts is the country's leading producer and marketer of consumer do-it-yourself lawn care and professional golf course turf care products. The company's Turf Builder products are the nation's most popular lawn care fertilizers and fertilizer/control combinations. The company's Hyponex products are the nation's leading line of organic products, including top soil, potting soils, composted manures, and bark mulches. Through Republic Tool, Scotts offers a full line of lawn spreaders and other lawn and garden equipment under the "EZ" label and under retailers' private brands.
 -0- 10/25/93
 /CONTACT: Thomas C. Franco of Broadgate Consultants, Inc., 212-229-2222, for The Scotts Company, or Chuck Suits, 407-362-2600 or 800-GRACE-99, for W.R. Grace/
 (SCTT GRA)


CO: The Scotts Company; Grace-Sierra Horticultural Products Company;
 W.R. Grace & Co. ST: Ohio, California IN: CHM SU: TNM


PS -- NY015 -- 6137 10/25/93 08:48 EDT
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Publication:PR Newswire
Date:Oct 25, 1993
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