Henkel to acquire Dial

Henkel to acquire Dial


DUSSELDORF / SCOTTSDALE, Arizona, December 15 /PRNewswire/ -- Expansion of
branded products business in the USA 



    The Henkel Group Düsseldorf, 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, Düsseldorf, Germany, 
and The Dial Corporation, Scottsdale, Arizona/USA announced in Düsseldorf 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 Düsseldorf, 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 Düsseldorf

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 [phone]
(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
[phone] (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: [phone],
Fax: [phone], Lars Witteck, Phone: [phone], Fax:
[phone], Simone Gleumes, Phone: [phone], Fax:
[phone]
    [e-mail]
    press.henkel.com

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