Marysville, Ohio
September 15, 2003

The Scotts Company Announces Refinancing Plan, Including Tender Offer and Consent Solicitation for Outstanding 8.625% Senior Subordinated Notes Due 2009

The Scotts Company, the global leader in the consumer lawn and garden market, announced today that it intends to launch a refinancing transaction that will include an estimated $1.2 billion senior credit facility as well as $200 million in senior subordinated notes. As part of this refinancing plan, Scotts also announced that it has commenced a cash tender offer for any and all of its $400 million outstanding 8.625% Senior Subordinated Notes due 2009. In conjunction with the tender offer, Scotts is soliciting holders to consent to certain proposed amendments to the indenture governing the notes. Scotts intends to finance this tender offer with proceeds from the proposed senior subordinated notes offering and proposed new senior credit facility. The new credit facility, to be arranged by JPMorgan, is expected to include a revolving credit facility of $550 million and a term loan B facility of $650 million.

The consent solicitation will expire at 5:00 p.m., New York City Time, on Monday, September 29, 2003 (the "Consent Date"), unless extended or earlier terminated. The tender offer will expire at 5 p.m., New York City Time, on Tuesday, October 14, 2003 (the "Expiration Date"), unless extended or earlier terminated. The tender offers and consent solicitations are made upon the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated September 15, 2003, and the related Consent and Letter of Transmittal, copies of which may be obtained from Global Bondholder Services Corporation. Holders who tender their notes pursuant to the offer will be required to consent to the proposed amendments. Holders who tender their Notes after the Consent Date will not be entitled to receive the consent payment. Tendered notes may not be withdrawn and consents may not be revoked after the Consent Date, unless Scotts reduces the amount of the purchase price, the early consent premium or the principal amount of the notes subject to the tender offer or is otherwise required by law to permit withdrawal. The offer is subject to the satisfaction of certain conditions, including receipt of consents in respect of the requisite principal amount of notes and the completion of the refinancing transactions. The purpose of the consent solicitations is to, among other things, amend the indenture governing the notes to eliminate substantially all of the restrictive covenants contained in the indenture.

Noteholders who validly tender and do not withdraw their notes prior to the Consent Date will receive total consideration of $1,060.50 per $1,000 principal amount of the notes tendered by the Consent Date, which includes an early consent premium of $20.00 per $1,000 principal amount of notes. Noteholders who validly tender their notes after the Consent Date but before the Expiration Date will receive a purchase price of $1,040.50 per $1,000 principal amount of the notes tendered by the Expiration Date. In either case, noteholders will be paid accrued and unpaid interest up to, but not including, the date of payment for the notes. The date of payment for such tendered notes is expected to promptly follow the Expiration Date.

Scotts has engaged Citigroup Global Markets Inc. and Banc of America Securities LLC to act as the dealer managers in connection with the offer.

Questions regarding the tender offer may be directed to Citigroup Global Markets Inc., Liability Management Group, at (800) 558-3754 (toll free) and (212) 723-6106 (collect) and to Banc of America Securities LLC, High Yield Special Products, at (888) 292-0070 (toll free) and (704) 388-9217 (collect).
Requests for documentation may be directed to Global Bondholder Services Corporation, the depositary and information agent for the tender offer, at (866) 470-3800 (collect) or (212) 430-3774.

This press release is for informational purposes only. It does not constitute an offer to sell or purchase, a solicitation of an offer to sell or purchase, or a solicitation of consents with respect to any securities. Any such offer or solicitation will be made solely by means of the Offer to Purchase and Consent Solicitation Statement, dated September 15, 2003.

The Scotts Company is the world's leading supplier of consumer products for lawn and garden care, 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. In Europe, Scotts' brands include Weedol® Pathclear®, Evergreen®, Levington® Miracle-Gro®, KB®, Fertiligene® and Substral®.