Marysville, Ohio
August 14, 2003

Transaction to create Australian business with nearly $100 million in sales

The Scotts Company, the global leader in the consumer lawn and garden market, said today it has signed a definitive agreement to acquire the lawn and garden business of Yates Ltd., the market leader in the Australian and New Zealand markets.

The combined business will generate nearly $100 million (US) in annual revenue, making it a significant part of Scotts' overall International business. While neutral to slightly accretive in fiscal 2004, the transaction is expected to be a significant contributor to the future earnings of the Company's International operations, especially in the fourth quarter of the fiscal year.

"Australia is the most significant market in the southern hemisphere and this transaction allows us to create a business of similar size to our market leading operations in the U.K. and France," said Jim Hagedorn, chairman and chief executive of Scotts. "This deal not only is a strong strategic fit, but is consistent with our philosophy of being market leaders wherever our products are sold.

"By combining our brands with Yates, we are better positioned to offer improved services and a broader range of products to retailers and consumers in these important markets while also propelling the overall lawn and garden category."

The transaction, which requires approval from Australian regulators and Yates' shareholders, calls for Scotts to pay Yates up to $26 million (US), subject to certain adjustments. Scotts will finance the acquisition through existing credit facilities.

"We believe we can achieve significant synergies -- especially related to supply chain -- that make the economics of this transaction compelling," Hagedorn continued. "Our valuation of the business reflects a conservative view of these synergies as well as the business' future growth potential. We're also pleased to retain the strong Yates' management team and look forward to working with them to build upon their recent successes and taking this business to the next level."

David Marginson, Yates' current managing director, will lead the combined operation.

"David and the Yates team have done an outstanding job turning this business around over the past several years," said Michel Farkouh, executive vice president of International Operations for Scotts. "Yates is a widely respected company and this transaction is an exciting opportunity for Scotts to continue building upon our worldwide base. We are confident we can further accelerate the growth of this business and continue to strengthen our position as the global leader in the lawn and garden category."

With 2002 sales of $1.76 billion, The Scotts Company is global leader in the consumer lawn and garden market, with a full range of products for professional horticulture as well. The Company owns the industry's most recognized brands. In the U.S., the company's Scotts®, Miracle-Gro® and Ortho® brands are market leading in their categories, as is the consumer Roundup® brand which is marketed in North America and most of Europe exclusively by Scotts and owned by Monsanto. Scotts LawnService® also is the No. 2 company in the "do-it-for-me" lawn service market. In Europe, Scotts' brands include Weedol® Pathclear®, Evergreen®, Levington® Miracle-Gro®, KB®, Fertiligene® and Substral®.