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Tetra Acquisition Presentation March 2005. Forward Looking Statements.
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Forward Looking Statements This presentation includes forward-looking statements, which are based in part on management’s estimates, assumptions and projections as of today. These statements are subject to risks and uncertainties that could cause results to differ materially from what we currently expect. Actual results may differ due to changes in external competitive market factors, changes in our industry or the economy in general, our ability to successfully implement manufacturing and distribution cost efficiencies and improvements, as well as various other factors, including those we discuss today and those discussed in our securities filings, including Rayovac’s and United Industries’ most recent Annual Reports on Form 10K and 10Q. We assume no obligation to update these statements. This presentation contains a number of non-GAAP financial measures, also referred to as pro forma numbers. Please visit our website at www.rayovaccorp.com to view a reconciliation of these non-GAAP financial measures to GAAP results. The reconciliation is also included in the appendix to this presentation.
Transaction Overview • Rayovac has entered into an agreement to acquire Tetra for €415 million, or 10.5x Tetra 2004E pro forma adjusted EBITDA of €38.5 million, net of €8 million cash tax savings • Combined Rayovac and Tetra pro forma LTM 12/31/04 sales and adjusted EBITDA was $2.6 billion and $430 million, respectively (includes $5.0 million in Tetra year one synergies) • Rayovac intends to draw down an existing $500 million add-on to its US$ and Euro denominated term loans to finance the transaction. • Closing is expected by June 30, 2005 Note: Unless otherwise noted, Tetra financials are converted from € to $ using an exchange rate of $/€: 1.20 for FY01 – FY03 and FY05 – FY09 and an exchange rate of $/€: 1.24 for FY04. Rayovac results assume a fiscal year ended 9/30; Tetra results assume a fiscal year ended 12/31.
Tetra Overview • Tetra is a premier global fish food and aquatics company • Leading global player in the home aquarium / pond market • Tetra offers fish foods, remedies, aquatic equipment and accessories with products available in over 90 countries • Leading global manufacturer of food for ornamental fish and aquarium equipment • Market leader in US, Japan, France and Germany • Leading supplier to mass merchandisers, pet superstores and independent pet stores • Headquartered in Melle, Germany and Blacksburg, Virginia
Strategic Rationale • Rayovac becomes a global leader in the attractive pet supplies market • Superior brand equity • Well positioned in high growth retail channels • Strong platform for continued growth of global pet supplies business • Further diversifies Rayovac’s sales and cash flow • Strong cash flow generation with moderate capex allows for significant deleveraging
Tetra Investment Merits • Leading global aquatics company • Strong global market shares in the highly profitable aquatics food category • Provides UPG with branded entry into fast growing pond (+10%) and reptile (+10%) categories • Gives UPG a European, Japanese and Latin American pet products rollup platform • High gross margins and EBITDA margins • Offers significant integration synergies (+$15 million per annum) • Accretive to earnings in year one without synergies and significantly accretive thereafter
U.S. Pet Supplies Industry Central Garden - 8% Hartz - 5% Other 77% Spectrum - 4% Tetra - 3% Doskocil - 3% Total: $8 billion Pet Supplies Overview • U.S. pet market is growing at 6-8% • Pet supplies sector is highly fragmented • Rayovac / United Pet Group has emerged as a leading player in the still fragmented industry
Rayovac 2004E Revenue Tetra 2004E Revenue Pet Supplies 11% Reptile 5% Lawn & Garden 22% Care Consumer 16% Batteries Portable Lighting 40% Food 4% 47% Household Insect 7% Control Equipment Personal Care Shaving & Grooming 32% 5% 12% New Rayovac 2004E Revenue Total: $232 million Total: $2.427 billion Pet Supplies 18% Lawn & Garden 20% Batteries Portable Lighting 37% 4% Household Insect 6% Personal Care Shaving & 5% Grooming 11% Further Diversifies Rayovac Product Portfolio Source: Management Estimates. Note: Percentages may not sum to 100% due to rounding. Total: $2.65 billion
Strengthens Rayovac’s Position in the Fast Growing Pet Category ($ in Millions) Improvement in Rayovac's Pet Business - LTM 12/31/2004 $509 $540 450 360 $277 270 180 90 0 Rayovac Pet Revenue Combined Rayovac/Tetra Pet Revenue
Sources & Uses ($ in Millions) Projected as of June 30, 2005 Sources Uses Cash on Hand $66.0 Purchase of Equity $300.4 (1) Revolver - $300 0.0 Refinance Existing Tetra Debt 255.6 U.S. Term Loan B Add-On 200.0 Transaction Costs 10.0 European Term Loan B Add-On 300.0 Total Sources $566.0 Total Uses $566.0 ($ in Millions) Pro Forma Capitalization Projected as of June 30, 2005 Existing ProForma Pro Forma % ofTotal (2) EBITDA Multiple Capitalization Capitalization Capitalization Cash $78.0 $12.0 (1) Revolver - $300 $0.0 $0.0 U.S. TermLoanB 540.0 740.0 European Term Loan B 152.8 452.8 Canadian Term Loan B 50.0 50.0 Capital Leases &Other 50.0 50.0 Total Senior Debt $792.8 $1,292.8 2.93x 8.500% Senior Subordinated Notes 350.0 350.0 7.375% Senior Subordinated Notes 700.0 700.0 Total Debt $1,842.8 $2,342.8 5.33x 51.9% (3) Equity $2,169.0 $2,169.0 4.96x 48.1% Total Capitalization $4,011.8 $4,511.8 10.32x 100.0% Sources and Uses of Cash and Capitalization (1) Of the $300 million revolver, €25 million is denominated as Euros and £10 million in Pound Sterling. (2) Based on a pro forma LTM 6/30/2005 EBITDA of $437.2 million with leverage multiples calculated net of cash. (3) Based on Rayovac market capitalization as of March 16, 2005.