ICL Submits Offer to Acquire Global Professional Business of the Scotts Miracle-Gro Company


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Scotts' Large Global Sales Force & Branded Products to Strengthen ICL's Position in Fast-Growth Agro Sector and Provide International Platform for Expansion

TEL-AVIV, Israel, December 7, 2010 /PRNewswire-FirstCall/ -- ICL (TASE:ICL), a multinational fertilizer and specialty chemicals company, todayannounced that it has signed a letter of offer to acquire the GlobalProfessional business ("Scotts' Global Professional") of The ScottsMiracle-Gro Company (NYSE: SMG) ("Scotts"), the world's largest marketer ofbranded consumer lawn and garden products. The offering price is $270 millionfor the business, assets and shares of Scotts' Global Professional business,subject to certain adjustments at closing. The proposed transaction includesthe brands, products, employees, R&D resources associated with Scotts' GlobalProfessional business as well as Scotts' Global Professional facilities,including three factories and three peat mines. ICL intends to finance thepurchase from its own resources. Scotts' Global Professional's revenues forits fiscal year ended September 30, 2010 were approximately $242 million, andits pro forma EBIDTA was $31.4 million.

Scotts' Global Professional business sells specialty fertilizers, growingmedia and plant protection products to commercial nurseries, greenhouses andspecialty crop growers in the Americas, EMEA and the Far East. Scotts' GlobalProfessional's products include a broad line of proprietary high-qualitycontrolled-release fertilizers (CRF), slow release fertilizers, water-solublefertilizers (WSF), plant protection products, wetting agents, growing mediaand grass seeds sold under well-known brand names, including Osmocote,Sierrablen, Peters Professional and others.

One of Scotts' Global Professional's key assets is its global technicalsales and marketing force, which accounts for over 200 of its 340 employees,and its strong research and development capability. The business's productionplants are located in Holland, the UK and the US, and its peat mines arelocated in the UK.

ICL is increasing its investment in the specialty fertilizers area andits proposed acquisition of Scotts' Global Professional business willsignificantly expand its portfolio of specialty fertilizers andhorticultural/turf inputs products, giving it brands with the bestrecognition in the marketplace. In addition, Scotts' Global Professional'sextensive sales and marketing capabilities will serve as an internationalplatform for growth in the specialty fertilizers and horticultural/turfinputs markets, especially in geographic regions where Scotts' GlobalProfessional is active, including EMEA, the Americas and Asia Pacific. Beyondpositioning ICL as a leader in fast-growing downstream fertilizers markets,the acquisition would diversify its product offerings, enhance its productionand R&D capabilities and improve its geographic marketing reach. In addition,ICL intends to realize operating synergies from the acquisition, especiallyin the areas of sales, raw materials and logistics, administration and otherservices.

"ICL's interest in Scotts' Global Professional business, a well knownbrand in specialty fertilizers, derives from our intention to increase ourfocus on environmentally-important fields whose growth is being acceleratedby global trends," commented Mr. Yossi Shahar, ICL's Executive VP, CorporateDevelopment. "This acquisition will establish ICL as the leading player incertain specialty fertilizers and specialty inputs markets in which we havebeen active for many years. Scotts' Global Professional business is anexcellent complement to our existing specialty fertilizers capabilities thatwill give us a broader portfolio of branded, environmentally-friendlyproducts, an international platform for growth, stronger R&D capabilities andsignificant additional marketing expertise."

Mr. Yossi Zidon, Senior VP, ICL Specialty Fertilizers, added, "We believethat the significant advantages the acquisition of Scotts' GlobalProfessional will provide us, together with the synergies that we expect toachieve and our existing global platform, will enable us to accelerate thegrowth and profitability of our Specialty Fertilizers business unit, and toestablish the combined company as a ~$500 million specialty fertilizers andhorticultural/turf inputs powerhouse."

The parties intend to enter into a Share and Business Sale Agreementfollowing the completion of certain pre-sale conditions by Scotts.

Citi is acting as financial advisor to ICL on this transaction.

About ICL

ICL is one of the world's leading fertilizer and specialty chemicalscompanies. For a world challenged by population growth and scarce resources,ICL makes products that increase global food and water supplies and improveindustrial materials and processes. ICL is the world's number one producer ofelemental bromine and organophosphorus flame retardants, and is the 6thlargest potash producer in the world. ICL is also the number one producer ofPK fertilizers (compound potash & phosphate), a leading supplier offertilizers in Europe and a major player in specialty fertilizer marketsegments. One of the world's most integrated manufacturers and suppliers ofphosphate products, ICL is also the world's leading provider of purephosphoric acid and specialty phosphates.

ICL's major production activities are located in Israel, Europe, the US,South America and China, and are supported by major global marketing andlogistics networks.

ICL's shares are traded on the Tel Aviv Stock Exchange (TASE: ICL).

About ICL Fertilizers

ICL Fertilizers, one of ICL's three operating segments, producescommodity and specialty fertilizers and markets them throughout the world.The world's sixth largest producer of potash, ICL Fertilizers' potash miningoperations are at Israel's Dead Sea, and in Spain and England. ICLFertilizers' Rotem Amfert Negev Division mines phosphate rock from Israel'sNegev desert and uses it to manufacture phosphate fertilizers and phosphoricacid. In addition, ICL Fertilizers produces complex fertilizers as well asinputs for value-added downstream products. ICL Fertilizers sells itsproducts to customers throughout the world, with an emphasis on Europe,Brazil, India, China and Israel.

About ICL Specialty Fertilizers

ICL Specialty Fertilizers (ICL-SF), a business unit of ICL Fertilizers,produces high-quality products for sophisticated drip irrigation andgreenhouse applications. Some of the unit's fully-soluble P&K fertilizers arebalanced with supplementary macro and micro nutrients, making them ideal forhydroponics, fertigation and foliar nutrition, as well as for horticulture,aquaculture, food applications and other uses. ICL-SF is one of the world'sleading producers of fully water-soluble monopotassium phosphate fertilizers(MKP) distributed under the brand name PeaK(R). ICL-SF's other brands includeFerti-K fully-soluble white KCl for fertigation and the NutriVant line offully-soluble, long-lasting formulations for foliar nutrition.

    Press Contact    Fleisher Communications and Public Relations    Amiram Fleisher    +972-3-6241241    amiram@fleisher-pr.com

SOURCE ICL - Israel Chemicals Ltd


27% profits every 20 days?

This is what Nic Chahine averages with his options buys. Not selling covered calls or spreads... BUYING options. Most traders don't even have a winning percentage of 27% buying options. He has an 83% win rate. Here's how he does it.


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