Church & Dwight to Acquire Waterpik for Approximately $1 Billion

Reaffirms 2017 Outlook and Announces 2018 EPS Outlook

EWING, N.J.–(BUSINESS WIRE)–Church & Dwight Co., Inc. (NYSE:CHD) has signed a definitive agreement
to acquire Water Pik, Inc. (“Waterpik”), the market leader in water-jet
technology in both oral water flossers and replacement showerheads, for
approximately $1 billion in cash. The transaction, which is subject to
regulatory approval and other customary conditions, is expected to close
in the third quarter.

Waterpik’s net sales for the trailing twelve months through June 30,
2017 were approximately $265 million. Waterpik is the #1 water flosser
brand and the #1 replacement showerhead brand in the U.S. Approximately
70% of net sales are in the water flosser segment with the remainder in
showerheads. The international business represents approximately 20% of
sales. The products are marketed in the U.S. and Canada and exported to
over 80 countries.

“Oral care is important to us strategically,” said Matthew T. Farrell,
Church & Dwight Chief Executive Officer. “Waterpik represents a powerful
addition to our existing oral care portfolio which includes ARM & HAMMER
toothpaste, SPINBRUSH battery-operated toothbrushes and ORAJEL oral
analgesics. The flosser products business is a fast-growing platform and
capitalizes on the trends of increased gum disease, oral care awareness
across all demographics and expansion of the middle-class in emerging
markets. The Waterpik brand has a strong reputation among dental care
professionals. Our oral care portfolio gives Church & Dwight a leading
position in a growing category with tailwinds as the population ages and
consumer interest in oral health continues to expand.”

“We are excited to enter the replacement showerhead business. Water
conservation is a growing trend. Waterpik’s showerhead technology
contributes to efforts globally to conserve water while providing
consumers a refreshing shower.”

Waterpik’s trailing twelve months EBITDA was approximately $80 million,
a 30% EBITDA margin. Once the business is fully integrated, Church &
Dwight expects to leverage its distribution network and operating
discipline to achieve an estimated $10 million in operating synergies by

“Waterpik will be our 11th power brand. The acquisition is
consistent with our strategy of acquiring #1 or #2 brands in areas with
growth potential,” Mr. Farrell said. “It is a strong, growing business
with an established history of innovation. The science behind water
flossing and water conservation is strong and Waterpik has an expertise
in water jet technology.”

“The Waterpik business is located in Fort Collins, Colorado. The Company
intends to maintain the Fort Collins facility. Mr. Farrell said, “This
business has a highly capable management team, and we are pleased to
welcome them to the Church & Dwight family. Waterpik is nimble and asset
light and should be an excellent fit.”

The acquisition is structured as a stock purchase that the Company
expects to finance with debt. The acquisition is expected to be neutral
to 2017 EPS, inclusive of transition costs, acquisition-related
expenses, interest expense and intangible amortization expense.

Mr. Farrell said, “We continue to expect 2017 reported earnings per
share (EPS) to be $1.75 to $1.77 and adjusted EPS to be $1.92,
consistent with our previous outlook, inclusive of the neutral EPS
effect of the acquisition.”

“In 2018, we expect to deliver approximately 18% reported EPS growth as
2017 reported EPS includes previously disclosed charges related to the
Brazil Specialty Products business and the settlement charges related to
our U.K. pension.

We expect to deliver 9% adjusted EPS growth ($2.09) driven by 7% EPS
growth of our existing business, plus 3% accretion from the Waterpik
acquisition inclusive of interest and intangible amortization expenses.
In addition, one-time transition costs will negatively impact EPS by 1%.”

Waterpik was acquired from MidOcean Partners. BofA Merrill Lynch acted
as financial advisor to Church & Dwight and Proskauer Rose LLP acted as
legal advisor. Harris Williams and Wells Fargo acted as financial
advisors, and Kirkland & Ellis LLP acted as legal advisor to MidOcean

Church & Dwight Co., Inc. will host a conference call to discuss the
acquisition today, July 17, 2017, at 9:00 a.m. (ET). To participate,
dial in at 877-322-9846, access code: 56151459 (International:
631-291-4539, same access code: 56151459). A replay will be available
two hours after the call at 855-859-2056 or 404-537-3406 (same access
code: 56151459). You can also participate by visiting the Investor
Relations section of the Company’s website at

Church & Dwight Co., Inc. manufactures and markets a wide range of
personal care, household and specialty products under the ARM & HAMMER
brand name and other well-known trademarks.

This press release contains forward-looking statements, including,
among others, statements relating to the consummation, financing and
impact of the Waterpik acquisition and anticipated associated cost
savings; net sales and earnings growth; earnings per share; cost savings
programs; and consumer demand and spending. These statements represent
the intentions, plans, expectations and beliefs of the Company, and are
based on assumptions that the Company believes are reasonable but may
prove to be incorrect.
In addition, these statements are subject
to risks, uncertainties and other factors, many of which are outside the
Company’s control and could cause actual results to differ materially
from such forward-looking statements.
Uncertainties include
assumptions as to market growth and consumer demand.
Factors that
could cause such differences include, without limitation, the risk that
Waterpik will not be integrated successfully, the risk that the cost
savings from the transaction will not be fully realized or will take
longer to realize than expected, and the ability of management to
execute its plans with respect to the Company’s initiatives.

For a description of additional factors that could cause actual
results to differ materially from the forward looking statements, please
see the Company’s quarterly and annual reports filed with the SEC,
including Item 1A, “Risk Factors” in the Company’s annual report on Form
The Company undertakes no obligation to publicly update any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by the U.S. federal
securities laws.
You are advised, however, to consult any further
disclosures the Company makes on related subjects in its filings with
the SEC.

This press release also contains non-GAAP financial information. The
Company has included a reconciliation of the non-GAAP information
included in this press release to the most directly comparable financial
measure calculated in accordance with GAAP. See the end of this press
release for this reconciliation. The non-GAAP financial measures should
not be considered in isolation or as a substitute for the comparable
GAAP measures.

Non-GAAP Information:

Adjusted EPS:

This press release presents adjusted EPS, namely, earnings per share
calculated in accordance with GAAP, as adjusted to exclude significant
one-time items that are not indicative of the Company’s period to period
performance. We believe that this metric provides investors a useful
perspective of underlying business trends and results and provides
useful supplemental information regarding our year over year earnings
per share growth. Adjusted and forecasted EPS for 2017 excludes
previously disclosed charges related to the Brazil Specialty Products
business and the settlement charges related to our U.K. pension.


Church & Dwight Co., Inc
Reconciliation of GAAP
Measures to Non-GAAP Measures



For the Year Ended December 31,





Forecasted Reported EPS (GAAP)


1.75-$1.77 $ 2.07-$2.09 +18%
Charge related to the
Brazilian business $ 0.01 $
U.K Pension Settlement Charge $ 0.16-$0.14 $
Forecasted Adjusted EPS (Non-GAAP) $ 1.92 $ 2.07-$2.09 +9%

This press release also presents the trailing twelve month EBITDA and
EBITDA margin for Waterpik. EBITDA is a non-GAAP financial term and
represents earnings before interest, taxes, depreciation and


Church & Dwight Co., Inc.
Rick Dierker, 609-806-1900
Financial Officer