Henkel to acquire Dial DUSSELDORF / SCOTTSDALE, Arizona, December
15 /PRNewswire/ -- Expansion of branded products business in the
USA The Henkel Group D�sseldorf, Germany, has undertaken to acquire
The Dial Corporation, Scottsdale, Arizona. The two companies signed
an agreement to this effect today. The Dial Corporation, a renowned
and well established US home and personal care manufacturer,
generated net sales of US$ 1.3 billion in fiscal 2002. The
transaction is expected to be concluded in April 2004. Today,
Monday, December 15, 2003 the Henkel Group, D�sseldorf, Germany,
and The Dial Corporation, Scottsdale, Arizona/USA announced in
D�sseldorf the signing of an agreement under which Henkel will
acquire all of the outstanding shares of The Dial Corporation. Dial
shareholders will receive a cash payment of US$28.75 per share, a
premium of 11.1 % over the closing price of the Dial share on
December 12, 2003 and 22.2 % over the 60 day average. This gives a
total cash payment of approx. US$ 2.9 billion. The transaction will
immediately be earnings enhancing before the amortization of
goodwill, and without synergies and revenue initiatives. Henkel's
cash flow per share will increase as a consequence. The transaction
shall initially be financed by available liquid funds and debt.
Later Henkel expects to sell a significant portion of Henkel's
minority investments in The Clorox Company, Oakland (California) or
in Ecolab Inc., St. Paul (Minnesota/USA), or a combination of both.
In fiscal 2002, The Dial Corporation, generated with a workforce of
around 2,900 employees, net sales of US$ 1.3 billion and an
operating profit (EBIT) of US$ 220 million. The return on sales
(EBIT) was 17.2 %. Dial operates through four business units:
Laundry Care, Air Fresheners, Personal Cleansing and Food Products.
"The planned acquisition of Dial is very important for us and will
greatly reinforce our branded products business in North America.
This is a major strategic step toward the further
internationalization of our Home Care and Personal Care
businesses", announced Ulrich Lehner, Chief Executive Officer of
the Henkel Group during the signing of the agreement. "Dial has a
portfolio of strong brands and leading market shares in its main
product categories, where it generates attractive margins. The
company has an excellent management team and highly motivated
employees and represents terrific growth opportunities in North
America." Chief Executive Officer of Dial, Herb Baum, said:
"Today's announcement is the culmination of a strategy put in place
three years ago to serve the long-term interests of the Company and
its shareholders by making Dial part of a larger, global
enterprise. Henkel will be an outstanding partner and will bring
additional scale, resources and technology to continue to grow
Dial's presence in new and existing markets", Baum said. "This is
clearly a win/win transaction for both companies." It was agreed
that Herb Baum will continue in his role as Chief Executive Officer
of Dial for the next two years. Along with Baum, top-level
management is expected to stay. Dial's headquarters will remain in
the current Scottsdale location. The transaction is subject to the
approval of the shareholders of Dial and the receipt of customary
regulatory approvals. Closing is expected by April 2004. About Dial
The Dial Corporation headquartered in Scottsdale, Arizona, USA is
one of America's leading manufacturers of consumer products. Its
product portfolio includes brands such as Dial(r) Soaps, Dial(r)
Liquid Soaps and Dial(r) Body Wash in the bodycare segment,
Purex(r) laundry detergents, Renuzit(r) air fresheners, and
Armour(r) and Armour(r) Star canned meats in the food segment. Dial
products have been in the marketplace for more than 100 years. For
more information on Dial, go to www.dialcorp.com. About Henkel:
Henkel, headquartered in D�sseldorf, Germany, is a leader with
brands and technologies that make people's lives easier, better and
more beautiful. The Henkel Group operates in three strategic
business areas: Home Care, Personal Care, and Adhesives, Sealants
and Surface Treatment. In fiscal 2002, the Henkel Group generated
sales of 9.66 billion euros and an operating profit (EBIT) of 666
million euros. 50,000 people work for the Henkel Group worldwide.
Henkel Brands and Technologies are available in 126 countries
around the world. For further information on Henkel, go to
www.henkel.com. This information contains forward-looking
statements based on the current beliefs and estimates of Henkel's
management. They are not guarantees of future performance. These
forward-looking statements are subject to certain risks and
uncertainties that could cause the Company's actual results or
performance to be materially different from those expressed or
implied by such statements. Many of these risks and uncertainties
relate to factors that are beyond Henkel's ability to control or
estimate precisely, such as future market and economic conditions
and the behaviour of other market participants. Henkel does not
intend nor assume any obligation to update these forward-looking
statements. Henkel Worldwide: Sales 9,656 mill. euros, 50,000
employees, 126 countries, President and CEO: Ulrich Lehner, born
May 1, 1946 in D�sseldorf Our Vision: Henkel - A Brand like a
Friend. Henkel is a leader with brands and technologies that make
people's lives easier, better and more beautiful. Three Areas of
Competence: * Home Care * Personal Care * Adhesives, Sealants and
Surface Treatment Business Portfolio Sales: 9,656 mill. euros 32 %
Laundry & Home Care, 22 % Cosmetics/Toiletries, 14 % Consumer
and Craftsmen Adhesives, 29 % Henkel Technologies, 3 % Corporate By
region: 71 % Europe/Africa/Middle East, 14% North America, 4% Latin
America, 8 % Asia/Pacific, 3 % Corporate EBIT: 666 mill. euros 36%
Laundry & Home Care, 24 % Cosmetics/Toiletries, 16 % Consumer
and Craftsmen Adhesives, 3 % Corporate Figures in mill. Euros 2001
2002 Sales 9,410 (2) 9,656 Operating profit (EBIT) continuing
businesses (1) 602 (2) 666 Earnings before taxes on income 734 (3)
664 Net earnings 476 (3) 431 Earnings after minority interests 437
(3) 435 Earnings per preferred share 3.05 (3) 3.06 Return on
capital employed (ROCE) 12.4% (2) 15.7% Capital expenditures (incl.
financial assets) 664 (2) 494 Research and development costs 255
(2) 259 Number of employees (annual average) 47,362 (2) 47,203 (1)
Corporate segment: -55 million euros in 2001, -94 million euros in
2002. (2) continuing businesses (3) incl. Cognis u. Henkel-Ecolab,
excl. exceptional items. Third Quarter 2003 * Sales growth adjusted
for foreign exchange effects + 3.8% * Operating profit (EBIT)
adjusted for foreign exchange effects +12.4% * Earnings per
preferred share +12.3% * Earnings forecast for 2003 confirmed
Financial Highlights Henkel Group: Sales and Operating Profit, 3rd
Quarter In million euros 3rd Quarter Jan. - Sept. 2002 2003 +/-
2002 2003 +/- Sales (1) 2,374 2,371 - 0.1% 7,272 7,086 - 2.6% EBIT
(1) 160 172 12.4% (2) 490 520 12.2% (2) Return on sales (EBIT) 6.8%
7.3% 0.5pp (3) 6.7% 7.3% 0.6pp (3) Earnings per preferred Share
(euros) 0.73 0.82 12.3% 2.21 2.51 13.6% (1) Change from previous
year on the basis of figures in thousand euros. (2) after adjusting
for foreign exchange effects. (3) pp = percentage points; after
adjusting for foreign exchange effects. The Dial Corporation Sales
1,282 mill USD (1,051 mill euros), 2,900 employees President and
CEO: Herb Baum Key Data In mill. USD 2002 1-9/03 Sales 1,282 998
EBITDA 256 212 EBITDA Margin 20.0% 21.2% EBIT 220 184 EBIT Margin
17.2% 18.4% Income from cont. operations 115 99 Sales 2002: 1,282
mill USD Laundry Care 36 %, Air Fresheners 13 %, Personal Cleansing
29 %, Food Products 14 %, International/Other 8 % Business Segment
Brand Sales Market Share Market position Laundry Care Purex 420
mill USD 13,7 % #2 Air Fresheners Renuzit 150 mill USD 22,4 % #2
Personal Cleansing Dial 280 mill USD 20,0 % #1 Food Products Armour
190 mill USD 20,2 % #1 Conference Call on "Henkel to acquire Dial"
Conference Call and Live Webcast of Henkel Group We would like to
invite you to a conference call with Ulrich Lehner, Chief Executive
Officer, Lothar Steinebach, Chief Financial Officer, and Klaus
Morwind, Executive Vice President of Henkel KGaA responsible for
the Laundry and Home Care division, which will be held in German.
This conference call is on Monday, December 15, 2003 at 8:00 a.m.
Central European Time. After a short presentation on Dial,
management will be available for a question & answer session.
Here is how you can participate: 1. Please call the dial-in number
+49-69-22227-111 (confirmation code: 530 184) approximately 10
minutes before the scheduled start time. 2. When you call, you will
be asked to provide the name of the conference - Henkel, your name,
company affiliation and your telephone number. 3. During the
opening comments session all participants will be in "listen only"
mode. After the opening remarks, there will be a Q & A session.
To ask a question, press the "star" then the "1" key on your
touch-tone keypad. If you change your mind about asking a question,
press the "star" then the "2" key on your touch-tone keypad. You
may do this at any time during the conference call. If you are
unable to listen to the live call, a replay of both calls will be
available beginning 2 hours after completion of the conference
call. This replay will be available until 11:59 p.m. Central
European Time on Friday, December 19, 2003. To access the replay,
please call the dial-in number +49(0)6922222-0418 (confirmation
code: 530 184) Furthermore a live-audio-webcast of the conference
call will be available on our website www.press.henkel.com. We look
forward to your participation. DATASOURCE: Henkel KGaA Henkel
Group: Corporate Communications: Ernst Primosch, Phone:
+49-211-797-3533, Fax: +49-211-798-9208, Lars Witteck, Phone:
+49-211-797-2606, Fax: +49-211-798-9208, Simone Gleumes, Phone:
+49-211-797-4463, Fax: +49-211-798-9208 press@henkel.com
press.henkel.com
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