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DLI Holding Corp. To Acquire Del Labs

November 22, 2005

Del Laboratories Inc. signed a definitive merger agreement in July to be acquired by DLI Holding Corp., a company jointly owned by affiliates of Kelso & Company and Church & Dwight. The transaction was valued at $385 million.
Under the agreement, each outstanding share of Del Labs’ common stock will be converted into the right to receive $35 in cash, executives said. The total transaction value is about $465 million including the assumption of approximately $80 million in debt. The transaction is expected to close during the fourth quarter of 2004, at which time Del Labs will become a wholly-owned subsidiary of DLI Holding Corp. and will cease to be a publicly traded company.
Following the close of the transaction, personnel changes will be made, executives announced. Dan K. Wassong, chairman, president and chief executive officer of Del Labs, will retire. William McMenemy, currently executive vice president of marketing at Del, will become president and chief executive officer of Del. Charles J. Hinkaty, vice president of Del and president of Del Pharmaceuticals, will become chief operating officer. Harvey Astodt, currently executive vice president of sales, will become president of global business. Enzo J. Vialardi will remain executive vice president and chief financial officer.
“I am delighted that we have reached this agreement with Kelso & Company and Church & Dwight,” said Mr. Wassong. “This transaction offers both an immediate cash premium to Del Laboratories’ shareholders, and the opportunity for the company to continue its growth.”

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