<PAGE> 1
Exhibit 99
----------
SCOTTS COMPLETES ORTHO(R) ACQUISITION
CLOSES $330 MILLION NOTE OFFERING
Marysville, Ohio, January 21, 1999 -- The Scotts Company (NYSE:SMG) today
announced that it has completed the acquisition of the assets of the
non-Roundup(R) consumer lawn and garden business of Monsanto Company
(NYSE:MTC), including its Ortho(R) product line, for approximately
$300 million.
The acquisition of assets also includes the Weed-B-Gon(R), Rose Pride(R),
and Home Defense(R) product lines in the U.S.; Green Cross(R) the leading
consumer pesticides business in Canada; Phostrogen(R) in the U.K.; and
Defender(R) in Australia.
"This acquisition essentially completes our plan to become a global leader
in every major consumer lawn and garden category in virtually all significant
markets in the world," said Charles M. Berger, Scotts' Chairman, President and
Chief Executive Officer. "Our top priority now is to create greater value for
shareholders by extending our proven consumer pull strategies to the new brands
that we have added to our global portfolio and by realizing the potential for
integration synergies from all of our recent acquisitions."
"In the Ortho business, we expect synergies to result in annual cost
savings of $18 million to $27 million by fiscal year 2001," said James Hagedorn,
President, Scotts North America. "The cost savings will come from integrating
selling activities and administrative functions, streamlining distribution,
combining regulatory and research activities, achieving purchasing economies,
rationalizing non-core operations and other initiatives. We plan to reinvest $15
million to $20 million of savings to generate profitable growth for the Ortho
business through increased advertising, new product launches and various
integration activities."
Scotts also said today that is has closed its previously announced offering
of $330 million of 10-year 8-5/8% Senior Subordinated Notes due 2009. The net
proceeds from the offering, together with borrowings under Scotts' bank
facility, were used to fund the payment to Monsanto
<PAGE> 2
Company for the Ortho acquisition and to repurchase approximately 97% of the
Company's $100 million outstanding 9-7/8% Senior Subordinated Notes due August
1, 2004.
Salomon Smith Barney was the lead manager of the offering, and Chase
Securities, Inc., and Credit Lyonnais Securities were the co-managers.
The Scotts Company is the world's leading supplier of consumer products
for lawn and garden care, with a full range of products for professional turf
care and horticulture as well. The company owns what are by far the industry's
most recognized brands. In the U.S., consumer awareness of the company's
Scotts(R), Miracle-Gro(R) and Ortho(R) brands outscores the nearest competitors
in their categories by several times, as does awareness of the consumer
Roundup(R) brand which is owned by Monsanto. Scotts has entered into an
agreement with Monsanto to be the exclusive marketing agent for consumer
Roundup(R) worldwide. In the U.K., Scotts' brands include Weedol(R) and
Pathclear(R), the top-selling consumer herbicides; Evergreen(R), the leading
lawn fertilizer line; the Levington(R) line of lawn and garden products; and
Miracle-Gro(R), the leading plant fertilizer. The Company's leading brands in
continental Europe include KB(R) and Fertiligene(R) in France and NexaLotte(R)
and Celaflor(R) in Germany.
Statement under the Private Securities Litigation Act of 1995: Certain of
the statements contained in this press release, including, but not limited to,
information regarding the future economic performance and financial condition
of the company, the plans and objectives of the company's management, and the
company's assumptions regarding such performance and plans are forward looking
in nature. Actual results could differ from the forward looking information in
this release, due to a variety of factors, including, but not limited to:
- Continued marketplace acceptance of the Company's "pull" advertising
marketing strategies;
- The ability to maintain profit margins and to produce products and add
production capacity on a timely basis;
- Competition in the North American and European consumer and professional
segments;
- Competition between and the recent consolidation within the retail outlets
selling the Company's products;
- Public perceptions regarding the safety of the Company's products;
- Changes in economic conditions, interest rates and currency exchange rates
in the countries in which the company operates;
- The ability to improve processes and business practices to keep pace with
the economic, competitive and technological environment, including
successful completion of the Company's Enterprise Resource Planning
project;
- The Company's ability, and that of its third party suppliers and
customers, to address information technology issues related to the year
2000; and
- The ability to integrate several recent acquisitions.
<PAGE> 3
Additional detailed information concerning a number of the important factors
that could cause actual results to differ materially from the forward looking
information contained in this release is readily available in the company's
publicly filed quarterly, annual, and other reports.
