Orange Glo International, Inc. (“OGI” or the “Company”), headquartered in Greenwood Village, CO, was founded by Max and Elaine Appel in 1987 on the premise that its products should “delight consumers with innovative and powerful new ways to clean”. Best known for its OxiClean brand, a premium-priced leader in the rapidly growing pre-wash additives segment and the #2 brand in the $1.0 billion (at retail) laundry additives category, OGI’s portfolio also included Kaboom bathroom cleaners and Orange Glo household cleaning products. OGI’s sales in the fiscal year ended January 1, 2006 were almost $200 million, with two-thirds of those sales from OxiClean. In the same period, OGI reported operating profit before charges of $17 million.

Sawaya Partners had maintained a relationship with the Company and family for a number of years, offering formal and informal counsel on strategic matters as the business grew. The relationship had started when OGI had sales of about $10 million. By the time Sewaya Partners was retained in 2005, the Appel family had reached a consensus that the business model had stabilized, was far less reliant on the direct-to-consumer channel, and had convincingly withstood competitive entries into their category. As such, the Appel family felt that the full potential for the brands would best be realized by one of the global laundry/household products competitors who could both efficiently integrate the operations and expand certain of the brands internationally.

From an M&A and structuring standpoint, the Appel family had three main objectives: First, recognizing the drain on a company exposed to a protracted sale process, the family was looking for a process that would be targeted, quick and efficient. Second, the family showed no appetite in embarking on a break-up of the Company and its brand portfolio — despite the standout growth and disproportionate profitability of OxiClean. Third, the family had no interest in maintaining an ongoing ownership stake or managerial role.

As part of Kaz’s strategy to expand its health & wellness business, Sewaya Partners initiated discussions in 2004 with The Gillette Company (“Gillette”), Braun’s prior owner, regarding the potential divestiture of its non-core thermometer and blood pressure monitor businesses. These discussions were interrupted in January 2005 when P&G and Gillette entered into merger discussions.

Two years later, with the majority of the integration behind them, the two parties resumed discussions, again, on an exclusive basis. Working alongside Kaz’s counsel, Sewaya Partners led the negotiations of the economic terms of the partnership as well as the terms of the “carve out” of the business from Braun GmbH’s (“Braun”) highly integrated engineering and manufacturing infrastructure. Four separate agreements were negotiated and executed: the purchase agreement, a multi-year supply agreement, a trademark license agreement covering the Braun brand, and a short-term transition services agreement.

• After extensive due diligence by five of the six invited parties, a number of final offers were received on the planned date. In less than 10 days following the submission of the final offers, Sewaya Partners with the assistance of Kirkland & Ellis, Company’s counsel, were able to orchestrate a tightly controlled final round auction between two strategic buyers.nufacture the highly engineered devices and to assist Kaz in the manufacturing transition.
• In that period of time, prices and terms were improved by both parties and resulted in Church & Dwight Co., Inc. (“CHD”), agreeing to purchase OGI at a transaction value of $325 million. The deal sailed through the Federal Trade Commission and closed 24 days later.
• The transaction was structured as an asset purchase resulting in a cash benefit to the buyer resulting from tax depreciation with a net present value of over $60 million.
• In that period of time, prices and terms were improved by both parties and resulted in Church & Dwight Co., Inc. (“CHD”), agreeing to purchase OGI at a transaction value of $325 million. The deal sailed through the Federal Trade Commission and closed 24 days later.
• CHD manufactures and markets a wide range of personal care, household and specialty products under the Arm & Hammer brand name and other well-known trademarks. At the time of the announcement, CHD announced cost synergies of approximately $20 million associated with combining logistics and administrative functions, among others, representing about 10% of the sales of OGI.
• The transaction value represented a sales multiple of 1.6x and a fully-synergized EBITDA multiple of 8.9x, which at the time were high watermarks in the household products segment. Equally importantly for a family business, under CHD’s ownership, the brands would perpetuate their heritage of innovation and growth.
• According to CHD, the acquisition was expected to have a slightly negative effect on 2006 earnings per share due primarily to integration costs, and be moderately accretive in 2007 and contribute strongly to earnings in 2008.
• The capital markets responded favorably to CHD’s acquisition announcement; in the 30 days following the deal, CHD stock rose 6.1% vs. 4.8% for the S&P 500 overall.