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Clayton, Dubilier & Rice Signs Definitive Agreement to Make Investment for 47.5% Interest In Alberto-Culver's Professional Beauty Supply Distribution Business
Transaction Valued At Approximately $3 Billion
NEW YORK, June 19, 2006 - Clayton, Dubilier & Rice, Inc. (CD&R), a leading global private equity firm, and Alberto-Culver Company (NYSE:ACV) announced today that they have reached a definitive agreement for a CD&R-managed fund to make an investment for a 47.5% equity interest in Sally Beauty Company (Sally), Alberto-Culver's beauty supplies distribution business and the world's number one marketer of professional beauty supplies. CD&R, which has made several investments in distribution and branded businesses operating in multi-location formats, will invest $575 million from a fund the firm manages for its equity stake. The transaction value, including $1.85 billion of debt arranged by Merrill Lynch & Co., is approximately $3.0 billion. Sally includes two segments: (1) Sally Beauty Supply (Sally), a domestic and international chain of cash-and-carry stores offering professional beauty supplies to both salon professionals and retail consumers; and (2) Beauty Systems Group (BSG), a full service beauty supply distributor offering professional brands directly to salons through its own sales force and professional-only stores in exclusive geographical territories in North America. The transaction will include a special cash dividend of $25 per share for each Alberto-Culver shareholder and the tax free spin-off of the company's consumer business to shareholders. Alberto-Culver's consumer business distributes and markets leading personal care products. Alberto-Culver shareholders also will retain a 52.5% equity interest in Sally, which will become a new public company listed on the New York Stock Exchange. Sally will continue to be headquartered in Denton, Texas. With approximately 3,290 stores and 1,200 professional sales consultants, Sally is the largest marketer of professional beauty care products in the world. In the twelve months ended March 31, 2006, the business generated revenue of approximately $2.3 billion. "The beauty supplies market has an impressive history of stable growth and a favorable outlook," commented Donald J. Gogel, President and Chief Executive Officer of CD&R. "Sally has demonstrated a consistently attractive growth track record and we believe the prospects for the company as a free-standing enterprise are outstanding." "Sally has many compelling strengths, including a talented management team and an extensive store footprint throughout North America," said Richard J. Schnall, the CD&R financial partner leading the transaction. "The company's geographic reach, skilled sales force and broad product offering are highly valued both by beauty professionals and retail consumers." Gary Winterhalter will continue as President of Sally and will assume the Chief Executive Officer role upon completion of the transaction. CD&R will appoint six of the 12 directors of the Sally board, including the Chairman. The transaction is expected to be completed in the fourth quarter of 2006 and is subject to the approval of Alberto-Culver shareholders, as well as regulatory approvals. Merrill Lynch & Co. is acting as CD&R's financial advisor and Debevoise & Plimpton LLP serves as legal counsel.
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