Sara Lee Corporation Sara Lee Receives Binding Offer Of EUR153.5 Million From SC Johnson for Its Remaining Insecticides Business

 
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  Sara Lee Corp. (NYSE:SLE) announced today it has received a binding offer from SC Johnson to acquire Sara Lee's remaining insecticides business for EUR153.5 million. This announcement follows the completion of the sale of Sara Lee's 51 percent stake in its Godrej Sara Lee joint venture in late May, which included its other insecticides business. Where permissible, Sara Lee has agreed to accept the binding offer upon satisfaction of certain conditions. In fiscal 2009, this business generated annual sales of approximately EUR82 million ($112 million based on fiscal 2009 exchange rates) and accounted for approximately six percent of the adjusted operating segment income1 for the International Household and Body Care business. 
 

  The proposed transaction, which is subject to customary closing conditions and regulatory clearances, is anticipated to close by the end of calendar 2010. Sara Lee will consult with relevant works councils during the process. 
 

  "The binding offer for our remaining insecticides business moves Sara Lee one step closer to focusing exclusively on our core food and beverage businesses, where we have strong competitive positions," said Marcel Smits, interim chief executive officer, Sara Lee Corp. "Receiving this offer from SC Johnson, one of the world's leading manufacturers of household products, showcases the value in Sara Lee's International Household and Body Care portfolio." 
 

  Sara Lee is executing a divestiture plan for its International Household and Body Care business which is designed to maximize value and minimize business disruption. The company continues to receive strong interest in the remainder of its household business, which includes shoe care and certain non-European cleaning brands. 
 

  The company has announced it has received binding offers from Unilever for its Body Care business for EUR1.275 billion and from P&G for its Air Care business for EUR320 million. In addition, Sara Lee has completed the sale of its stake in its Godrej Sara Lee joint venture to Godrej Consumer Products Ltd. for a total consideration of EUR185 million. To date, total announced Household & Body Care transactions are expected to generate pretax sales proceeds of approximately EUR1.934 billion, and represent approximately 81 percent of the fiscal 2009 adjusted operating segment income1 of the International Household and Body Care business. In February, Sara Lee hedged EUR1.6 billion at $1.35. 
 

  Sara Lee previously announced a revised capital plan that focuses on share repurchase, dividend pay-out and the funded status of the company's pension plans, while maintaining a solid investment grade credit profile. The company plans to buy back $2.5 to $3 billion of shares over a three-year period, with approximately $1.0 to $1.3 billion of the shares anticipated to be repurchased in calendar year 2010. On March 2, 2010, the company announced that it had executed an accelerated share repurchase program under which it repurchased $500 million, or approximately 36 million shares, of common stock. Sara Lee expects to maintain and gradually increase its current $0.44 per share annual dividend and also anticipates making an additional $200 million cash contribution to its pension plans. The company continues to evaluate the best opportunities for value creation and investment of cash, including potential acquisitions or other investments in the company's growth. 
 

  Sara Lee's International Household and Body Care business generated approximately EUR1.5 billion ($2.0 billion) in sales in fiscal 2009. 
 

  1 Constitutes a non-GAAP financial measure. See the reconciliation to the most comparable U.S. generally accepted accounting principle measure at the end of this release. 
 

  About Sara Lee Corporation 
 

  Each and every day, Sara Lee (NYSE: SLE) delights millions of consumers and customers around the world. The company has one of the world's best-loved and leading portfolios with its innovative and trusted food, beverage, household and body care brands, including Ambi Pur, Ball Park, Douwe Egberts, Hillshire Farm, Jimmy Dean, Kiwi, Sanex, Sara Lee and Senseo. Collectively, these brands generate almost $13 billion in annual net sales covering approximately 180 countries. The Sara Lee community consists of 41,000 employees worldwide. Please visit www.saralee.com for the latest news and in-depth information about Sara Lee and its brands. 
 

  About SC Johnson 
 

  SC Johnson is a family-owned and managed business dedicated to innovative, high-quality products, excellence in the workplace and a long-term commitment to the environment and the communities in which it operates. Based in the USA, the company is one of the world's leading manufacturers of household cleaning products and products for home storage, air care, and insect control. It markets such well-known brands as GLADE®, OFF!®, PLEDGE®, RAID®, SCRUBBING BUBBLES®, SHOUT®, WINDEX® and ZIPLOC® in the U.S. and beyond, with brands marketed outside the U.S. including AUTAN®, BAYGON®, BRISE®, ECHO®, KABIKILLER®, KLEAR®, and MR. MUSCLE®. The 124-year-old company, with more than $8 billion in sales, employs approximately 12,000 people globally and sells products in virtually every country around the world. www.scjohnson.com 
 
International Household and Body Care 
Reconciliation of Adjusted Operating Segment 
Income before  Depreciation and Amortization 
(in millions) 
                                                Fiscal 2009 
Operating Segment Income                        $242 
Increase in operating segment income from: 
Depreciation                                     35 
Amortization                                    8 
Significant Items(1)                             10 
Adjusted Operating Segment Income before        $295 
Depreciation and  Amortization(2) 
 
 

  (1) "Significant items" are income or charges that management believes have had a significant impact on the earnings of the segment, are not indicative of the segment's core operating results and affect comparability from period to period. For fiscal 2009, these items included charges for exit activities, asset and business dispositions; transformation and Project Accelerate costs; and income from benefit plan curtailment gains. 
 

  (2) The term "adjusted operating segment income before depreciation and amortization" excludes from operating segment income as reported the impact of depreciation, amortization and significant items. 
 

  Sara Lee Corp.Media (North America):Jon Harris, +1.630.598.8661Media (International):Joost den Haan, +31.30.297.2297Analysts:Aaron Hoffman, +1.630.598.8739