Jarden to Acquire U.S. Playing Card Co.

Jarden Corporation recently announced that it has entered into a definitive purchase agreement to acquire United States Playing Card Company, the privately held leading producer and distributor of premium playing cards, including the Bee, Bicycle, Aviator and Hoyle brands, for approximately $232 million in cash.

The transaction is expected to close in the beginning of the third quarter of 2004, subject to Hart-Scott-Rodino approval, gaming related regulatory approvals, USPC shareholder approval and other conditions, according to a company press release.

Founded in 1876, USPC is the world's largest manufacturer and distributor of playing cards, children's card games, collectible tins, puzzles and card accessories for the North American retail market and is also the largest supplier of premium playing cards to casinos worldwide.

Headquartered in Cincinnati, Ohio, USPC's international holdings include Heraclio Fournier, S.A., a leading playing card manufacturer in Europe, and International Playing Card Company, a Canadian subsidiary of USPC.

"USPC fits perfectly into our long-term philosophy of identifying, acquiring and building market leading businesses with strong brands in a variety of niche consumer product markets," said Martin E. Franklin, chairman and CEO of Jarden, in the press release.

"USPC's premier playing card brands and leading market position, combined with strong margin and cash flow characteristics, are exactly in line with our stated strategy. We will welcome an established and experienced management team to the Jarden family with whom we will pursue growth opportunities in related markets. In addition to providing further diversification of our brand portfolio and distribution channels, Jarden will gain an established European distribution channel which will allow us to pursue new international opportunities."

Gregory Simko, President and CEO of USPC commented, "USPC's operating philosophy is extremely similar to that of Jarden's and we anticipate a smooth transition once the necessary regulatory approvals have been received. We are excited by the growth opportunities Jarden's complementary distribution and brand strength can bring to the USPC business. The business will continue to be operated from Cincinnati under the same senior management team."

In addition to the purchase price, the agreement includes an earn-out provision with a total potential payment in cash or Jarden common stock of up to $10 million based on achieving future growth targets. Management of USPC will remain in their current positions, and the company will be a part of Jarden's Branded Consumables division.

Jarden Corporation is a leading provider of niche consumer products used in and around the home, under well-known brand names including Ball, Bernardin, Crawford, Diamond, FoodSaver, Forster, Kerr, Lehigh, Leslie-Locke and VillaWare.

In North America, Jarden is the market leader in several consumer categories, including home canning, home vacuum packaging, kitchen matches, branded retail plastic cutlery, toothpicks and rope, cord and twine. Jarden also manufactures zinc strip and a wide array of plastic products for third party consumer product and medical companies, as well as its own businesses.