Piper Jaffray Consumer M&A Weekly

Piper Jaffray Consumer M&A Weekly February 16, 2004

Consumer Mergers & Acquisitions David Jacquin - Managing Director, Group Head, 415-277-1505, [email protected] Scott LaRue - Managing Director, 650-838-1407, [email protected] Tom Halverson - Principal, 612-303-6371, [email protected] John Twichell - Vice President 415-277-1533, [email protected] John Barrymore - Vice President, 415-277-1501, [email protected] Robert Arnold - Associate, 415-277-1548, [email protected]

Selected Consumer M&A Transactions (Approximate valuations, $ in millions) Date Equity Enterprise LTM EV / LTM Announced Effective Target Acquiror Value Value EBITDA EBITDA Universe Comments 02/13/04 Pending Overton Distributors Inc Freshpoint Inc. (SYSCO's) NA NA NA NA Food & Beverage SYSCO's subsidiary Freshpoint to acquire Overton Distributors Inc 02/12/04 Pending Prestige Brands International GTCR Golder Rauner NA NA NA NA Consumer Products GTCR to acquire Prestige Brands from MidOcean Partners 02/11/04 Pending Bumble Bee Seafoods Connors Bros. Income Fund NA $385.0 NA NA Food & Beverage Canadian seafood company Connors Bros. to merge with Bumble Bee 02/10/04 02/10/04 Harmony Foods Corp Golden Stream Quality Foods NA NA NA NA Food & Beverage Golden Stream Quality Foods has acquired candy maker Harmony Foods 02/10/04 02/10/04 Medtech Holdings GTCR Golder Rauner NA NA NA NA Consumer Products GTCR has acquired Medtech Holdings from The Shansby Group 02/09/04 Pending Jane Cosmetics Brand Jane & Co. LLC (Buyout Group) NA NA NA NA Consumer Products Estee Lauder Cos. to sell its Jane brand of make-up 02/09/04 02/09/04 Norwich Food & Ridpath Pek Smithfield Foods Inc NA NA NA NA Food & Beverage Smithfield Foods has acquired two complimentary U.K. meat companies 02/06/04 Pending Del Monte Pet Brands Royal Canin $82.5 82.5 NA NA Pet Products Del Monte to sell its IVD, Medi-Cal and Techni-Cal pet-food brands

M&A Spotlight Transactions February 10, 2004 - GTCR Golder Rauner Announces Acquisition of Medtech All M&A Trans ac tion Multiples Chicago-based private equity firm GTCR Golder Rauner announced Tuesday it has teamed with Peter Mann and his management team to buy Medtech Inc. (LTM Data as of 12/31/03) Medtech is a leading marketer and distributor of over-the-counter pharmaceuticals and personal care products including such leading brands as New-Skin® liquid bandages, Cutex® nail polish removers, Compound W® wart removers, Denorex® medicated dandruff shampoos and Dermoplast® pain-relieving spray. Headquartered in Irvington, New York, Medtech distributes its wide variety of products to drug stores, food stores, mass merchandisers, and hospitals in the U.S. and Canada. The company wasformedin1996asajoint venture of Medtech Labs and The Shansby Group to acquire 11 brands from American Home Products.

15.0x 13.5x GTCR is partnering with Peter Mann, Medtech's president and chief executive officer. "We're very excited to acquire Medtech and work with Peter Mann and his team, who are 13.2x 12.4x leaders in the personal care, OTC pharmaceuticals and household products consumer businesses," said GTCR Principal Vincent Hemmer. "Peter has an outstanding track record of 13.0x 10.7x 10.7x building successful companies through acquisition including Medtech and Block Drug Company. Our investment in Medtech is another example of GTCR's investment strategy of 11.0x 9.7x proactively finding and backing exceptional executives who are leaders in their industry." 8.6x 9.0x 6.9x Hemmer added that Medtech provides a platform to support GTCR's continued growth in the consumer products sector. "This acquisition reflects GTCR's commitment to the 7.0x 6.0x consumer products industry," Hemmer said. "Medtech has an excellent track record of profitable growth through brand innovation and acquisitions. Their success in acquiring, 5.1x 5.0x integrating and innovating well-known brands is indicated by 14 brand acquisitions since 1996. We're very excited about partnering with Medtech to build on its strong presence in over-the-counter health care and beauty products." 3.0x < $25 $25 - $100 $100 - $250 $250 - $1,000 >$1,000

Citigroup Global Markets, Inc. served as the exclusive financial advisor to GTCR; Vinson & Elkins and Kirkland & Ellis provided legal counsel. MerrillLynchCapital,GTCR Transaction Size Capital Partners LP, and TCW/Crescent Mezzanine provided the debt financing for the transaction. EBIT EBITDA February 12, 2004 - GTCR Golder Rauner Acquires Prestige Brands to Combine with Medtech

GTCR Golder Rauner continued its furious deal pace by acquiring consumer products company Prestige Brands from New York-based MidOcean Partners with intentions to merge it with recently acquired Medtech. Terms of the deal were not disclosed, according to a press release.

Prestige is approximately twice the size of Medtech, according to Vincent Hemmer, a principal at GTCR Golder Rauner. Hemmer said the two acquisitions came at the end of a two year effort to identify solid management teams and companies in the consumer products space, specifically personal care products, over-the-counter medicines and household products.

“We identified Peter Mann at Medtech as being good at creating value through acquisition,” Hemmer said. “We then had the opportunity to partner with Peter and to buy Medtech. In conjunction with that, we had the opportunity with Peter to have Prestige be the first significant acquisition.”

Prestige’s current brands include Prell shampoo, Comet cleaner, Clear Eyes drops and Chloraseptic sore throat spray and lozenges. MidOcean began the roll-up of Prestige in 1999 with the acquisition of Prell. Hemmer said Medtech and Prestige will be merged to create a large player in its space. Mann will lead the combined company, which Hemmer said has a solid team of sales and marketing professionals to help grow the brands further. “Beyond that, we can do additional tuck-ins of brands and companies and use this as a platform to grow something more substantial,” Hemmer said.

Goldman Sachs was the sell side M&A advisor and Hunton & Williams was the legal advisor to Prestige.

Source: Company Press Release and The Deal.

Recent High Yield Debt and Convertible Securities Issued by Consumer Companies

Announced Issued Company Issue Description Moody's / S&P Coupon Maturity Business Description 02/13/04 Not Priced Pantry Inc $250.0 mm HY notes (144a) B3 / B- 7.75% 2014 Operator of convenience stores in the southeastern United States 02/05/04 Not Priced Pinnacle Foods $194.0 mm HY notes (144a) B3 / B 8.25% 2013 Manufacturer and marketer of branded food products 02/04/04 Not Priced Playtex Products $460.0 mm HY notes (144a) B2 / B 8.00% 2011 Manufacturer and distributor of a diversified portfolio of consumer and personal products 01/30/04 02/06/04 FTD Inc. $175.0 mm HY notes (144a) B3 / B- 7.75% 2014 Floral services and products provider to member florists and consumers 01/28/04 02/04/04 Town Sports International $213.0 mm HY notes (144a) Caa2/CCC+ Step 2014 Operator of fitness clubs in the Northeast and Mid-Atlantic regions of the United States 01/15/04 01/23/04 Seminis Inc $140.0 mm HY notes (144a) B3 / B- 10.25% 2013 Developer, producer, and marketer of fruit and vegetable seeds 01/08/04 01/13/04 Elizabeth Arden $225.0 mm HY notes (144a) B3 / B- 7.75% 2014 Fragrance and beauty products company with prestige fragrance, skin care and cosmetics brands Source: Bloomberg, Public Press Piper Jaffray Consumer M&A Weekly February 16, 2004

The Private Equity/ LBO Sponsor Corner

Date Target Financial Sponsor Summary of Transactionqppyg 02/12/04 Prestige Brands International GTCR Golder Rauner GTCR Golder Rauner acquired consumer products company Prestige Brands from New York-based MidOcean Partners 02/10/04 Medtech Holdings GTCR Golder Rauner GTCR Golder Rauner has acquired health and beauty care products company Medtech from San Francisco-based Shansby Group 02/09/04 Jane Cosmetics Brand Jane & Co. LLC (Buyout Group) Estee Lauder Cos. has sold its Jane brand to a newly formed company owned by Harry Adjmi and cosmetics executive Lisa Yarnell 01/27/04 American Achievement Fenway Partners Fenway partners has agreed to buy American Achievement, the second largest maker of class rings and yearbooks in the U.S. 01/26/04 Vaasan & Vaasan CapVest Stockholm-based private equity firm EQT Partners has agreed to sell bakery company Vaasan & Vaasan to London-based CapVest 01/22/04 European Golf Brands Management London-based Close Brothers Private Equity has sold golf pull-cart company European Golf Brands to Management 01/15/04 MedTech GTCR Golder Rauner GTCR Golder Rauner has stuck a definitive agreement to buy Medtech Products from the Shansby Group 01/08/04 Phat Fashion Kellwood Co. Kellwood has agreed to buy urban fashion company Phat Fashions from hip-hop entrepreneur Russell Simmons 01/02/04 Specialty Brands of America American Capital Strategies Ltd American Capital Strategies to invest in the buyout of Specialty Brands of America. Post closing, American capital will own approx. 77.5% of SBA

Private Equity/LBO Analytics SPREAD (LIBOR) FOR LEVERAGED BUYOUTS SENIOR BANK LOANS BUYOUT FUNDS RAISED By Deal Size

$70 $63.3 450 $55.4 $60 400 363 406 $50 344 350 $36.9 316 340 $34.5 $34.5 306 353 $40 334 300 277 257 264 309 $30 $24.0 294 $23.2 $18.4

250 ($ in Billions) $20 $17.0 251 242 238 $11.7 200 $5.3 $6.0 $10 1996 1997 1998 1999 2000 2001 2002 2003 $0 Less than $100 Million $100 Million to $250 Million 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003

Market Overview Close as of Weekly YTD LTM Equity Capital Markets Activity: 2/13/04 % Change (1) % Change % Change Last Week’s Activity NASDAQ 2,054 (0.5) 2.5 60.8 There were 26 transactions completed in the equity capital markets last week raising a combined $5.9 billion. Deal activity consisted of 4 IPOs, 10 follow-on DJIA 10,628 0.3 1.7 37.1 offerings, and 12 convertibles. On average, IPOs traded up 18% on the first day, and finished the week up 16% from offer price. Follow-on activity consisted S&P 500 1,146 0.3 3.0 40.2 of 7 shelf takedowns and 3 conventional marketed transactions. On average, follow-ons traded down 6% in registration, but finished the week up 1% from Russell 2000 585 0.2 5.1 64.9 offer price. S&P Food Index 222 0.5 2.6 18.8 S&P Retail Index 374 1.0 3.4 60.0 The Week Ahead S&P Apparel Index 214 1.4 4.1 58.5 There are 7 deals expected to price this week including 1 IPO and 6 follow-on offerings. Issuers look to raise a combined $1.4 billion. S&P Rest. Index 243 (0.0) 5.8 63.6

Broader Market Activity 170 160 The major market indices were mixed for the week. The Dow Jones increased 35 pts, or 0.3%, and closed at 10,628. The Nasdaq was down 10 points, or 0.5%, 150 and closed at 2,054. The S&P 500 rose 3 points, or 0.3%, and closed at 1,146. The Russell 2000 increased 1 point, or 0.2%, finishing at 585. 140 130 120 110 100 90 80 2/13/03 3/28/03 5/12/03 6/24/03 8/06/03 9/18/03 10/30/03 12/12/03 1/28/04

NASDAQ DJIA S&P 500 (1) Based on Friday closing prices. Piper Jaffray Consumer M&A Weekly February 16, 2004

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