Del Laboratories, Inc. Shareholders Approve Acquisition By DLI Holding Corp

Del Laboratories, Inc. Shareholders Approve Acquisition By DLI
Holding Corp 


UNIONDALE, N.Y., Jan. 21  /PRNewswire-FirstCall/ -- Del Laboratories, Inc.
(AMEX:DLI) announced that at a special meeting of the shareholders held today,
DLI shareholders approved the Agreement and Plan of Merger dated July 1, 2004,
as amended and supplemented, with DLI Holding Corp., a company affiliated with
Kelso & Company.

Under the terms of the merger agreement, each outstanding share of DLI common
stock will be converted into the right to receive $35 per share in cash.  The
total transaction is valued at approximately $480 million, including the
repayment of indebtedness of approximately $70 million.  The closing of the
transaction is expected to occur, subject to the satisfaction of all other
closing conditions, on January 27, 2005.

Del Laboratories, Inc., markets and manufactures cosmetics and over the counter
pharmaceuticals. The Company's two flagship brands, Sally Hansen and Orajel,
are both leaders in their respective categories, and continue to build revenues
and market share.

Certain statements in this press release may constitute "forward-looking
statements" under the federal securities laws.  Forward-looking statements
contain information that is subject to certain risks, uncertainties, trends and
other factors that could cause actual results to be materially different from
any future results implied by such forward-looking statements.  Factors that
might cause such a difference include, but are not limited to: delays in
introducing new products or failure of consumers to accept new products;
actions by competitors which may result in mergers, technology improvement or
new product introductions; the dependence on certain national chain drug
stores, food stores and mass merchandiser relationships due to the
concentration of sales generated by such chains; changes in fashion-oriented
color cosmetic trends; the effect on sales of lower retailer inventory targets;
the effect on sales of political and/or economic conditions; the Company's
estimates of costs and benefits, cash flow from operations and capital
expenditures; interest rate or foreign exchange rate changes affecting the
Company and its market sensitive financial instruments including the Company's
qualitative and quantitative estimates as to market risk sensitive instruments;
changes in product mix to products which are less profitable; shipment delays;
depletion of inventory and increased production costs resulting from
disruptions of operations at any of our manufacturing or distribution
facilities; foreign currency fluctuations affecting our results of operations
and the value of our foreign assets and liabilities; the relative prices at
which we sell our products and our foreign competitors sell their products in
the same market; our operating and manufacturing costs outside of the United
States; changes in the laws, regulations and policies, including changes in
accounting standards, that effect, or will effect, us in the United States
and/or abroad; and trends in the general economy.  Although the Company
believes that the expectations reflected in such forward-looking statements are
based upon reasonable assumptions, it can give no assurance that its
expectations will be achieved.  Without limitation, use of the following words
is intended to identify forward-looking statements: "may," "will," "should,"
"expect," "anticipate," "estimate," "intend," "plan," or "continue" or the
negative thereof or other variations thereon.  For further information on
factors which could impact the Company and the statements contained herein,
please refer to the Company's filings with the Securities and Exchange
Commission, including without limitation the Company's Annual Report on Form
10-K and the "Management's Discussion and Analysis of Financial Condition and
Results of Operations" contained or incorporated by reference therein and
quarterly reports on Form 10-Q.

Filings with the Securities and Exchange Commission are available on the
Company's website at http://www.dellabs.com/. 

DATASOURCE: Del Laboratories, Inc.



CONTACT:  Enzo J. Vialardi, Executive Vice President and Chief Financial

Officer of Del Laboratories, Inc., [phone]



Web site:  http://www.dellabs.com/ 

Copyright