SMG Announces Definitive Agreement to Acquire Rod McLellan Co.

MARYSVILLE, Ohio – The Scotts Miracle-Gro Co. announced a definitive agreement to acquire the Rod McLellan Co., a provider of soil and landscape products in the western U.S.

With a product line consisting of several brands, including Supersoil, Whitney Farms and Black Magic, the Rod McLellan Co. has provided consumer potting and garden soil products to the western U.S. for more than 50 years. The Rod McLellan Co. produces leading growing media brands and maintains a strong reputation with regional independent garden centers and other retailers. The Whitney Farms brand of all-natural, organic soils, fertilizers and mulches is an exclusive label, distributed solely through independent garden centers.

ScottsMiracle-Gro currently operates a nationwide network of 23 growing media operations, providing potting mixes, lawn and garden soils and mulches to home centers, mass merchandisers and independent garden centers, as well as grocery and drug stores.

Headquartered in San Mateo, Calif., with administrative offices in Independence, Ore., Rod McLellan Co. operates three soil-manufacturing facilities in California and Oregon with approximately 100 employees.

"This acquisition is consistent with our strategy to grow our core business with accretive transactions that strengthen our brand portfolio and provide value-added products to both consumers and our retail partners," said Jim Hagedorn, chairman and chief executive officer of ScottsMiracle-Gro. "This transaction also will give us marketshare in the western U.S. that is consistent with our presence in the rest of the country and allow us to further strengthen our relationships with independent nurseries and garden centers, which are critical to our long-term success."

The acquisition is expected to close on Oct. 3, 2005. ScottsMiracle-Gro will pay approximately $20 million in cash for Rod McLellan Co. The transaction is expected to be accretive to earnings in fiscal 2006.